Standard Chartered Bank (Thai) Pcl Annual Report 2014 Driving investment, trade and the creation of wealth across Asia, Africa and the Middle East
sc.com/th About us What’s inside this report
About Standard Chartered 2 We are a leading international banking group with more Overview than 90,000 employees representing 132 nationalities Performance highlights 4 operating in 71 markets. Chairman’s statement 6 Message from the President and CEO 8 We bank the people and companies driving investment, trade and the creation of wealth across Asia, Africa and the Middle East, where we earn around 90 per cent of our income and profits.
Our heritage and values are expressed in our brand promise, Here for good.
We provide a wide-range of products and services for personal and business clients across 70 markets.
In 2014, we celebrated the Bank’s 120th anniversary in Thailand.
Financial Summary of financial results 12 and operating Nature of business 14 review Sustainability 18
Awards & recognition
Board of directors 22 Standard Chartered Bank (Thai) has been rated AAA Corporate (tha) for its national long-term rating by Fitch Ratings. governance Senior management 26 Organisation chart 30 SCBT was named the Best Foreign Commercial Bank in Thailand for the second consecutive year by Finance Structure of management 32 Asia. Internal controls 39 Corporate governance 40 Risk 44 Selection of directors and senior executives 48 Nomination and Compensation Committee report 49 Audit Committee report 50
Supplementary General Information 54 information Structure of shareholders 56 Connected transactions 57 Branch information 58
Standard Chartered Annual Report 2014 3 Performance Highlights
Loans Corporate Trade Loans Deposits Down 2% to Up 54% to Down 4% to THB 102,308 m THB 16,033 m THB 99,559 m 2013 THB 104,080 m 2013 THB 10,401 m 2013 THB 103,189 m
Total Income Working Profit Capital Adequacy Ratio (Solo Basis) Up 3% to Down 3% to Up 3% to THB 12,465 m THB 6,709 m 23.2% 2013 THB 12,075 m 2013 THB 6,950 m 2013 20.1%
Five Year Review
Total Income Net Profit After tax Unit: Million Baht Unit: Million Baht
3,254 2,981 2,951 11,954 12,075 12,465 11,312 9,127 2,200 1,849
2010 2011 2012 2013 2014 2010 2011 2012 2013 2014
Loans Earning Per Share Unit : Million Baht Unit: Baht
106,168 104,080 102,308 2.19 2.02 1.99
1.48 96,326 1.25 93,333
2010 2011 2012 2013 2014 2010 2011 2012 2013 2014
4 Standard Chartered Annual Report 2014 5 Chairman’s Statement
Lim Cheng Teck Chairman
2014 was an eventful year for Standard Chartered realise their business ambitions in a responsible Bank (Thailand) Ltd (SCBT). In particular, we marked manner. We believe that we must and we will our 120th year in Thailand with a celebration with our continue to act with integrity and adhere to the clients, staff, partners and the community. While it highest standards of ethics and compliance in order was a challenging year for our business as external to safeguard the trust that our clients have placed in headwinds impacted momentum, it is heartening to us. With our continued commitment to the Thai note that our colleagues in SCBT rallied strongly community and to demonstrate that we are Here for together and proactively increased our engagement good, we will continue to drive programmes such as with clients and stakeholders to support them. Living with HIV, Financial Education and Seeing is Believing. 2015 marks the fruition of the ASEAN Economic Community, a significant milestone in economic In closing, I would like to thank our clients and integration of this dynamic region. With the move shareholders for their loyalty and continued support. towards a single production base and a bigger My appreciation also goes to the Board of Directors, integrated market, we can look forward to greater Management and Staff of SCBT for their unwavering flows of investment and trade into the region, commitment to the bank and hard work in the past propelling economic growth. Standard Chartered, year. with our international network, is well positioned to tap on these flows. SCBT in particular, is ready to Thank you. support Thai companies with their regionalisation aspirations.
As we look forward, we remain bullish about outlook of the Thai economy, as the government pivots Lim Cheng Teck towards higher value-added industries and pledged Chairman to boost investment in transportation and manufacturing infrastructure to enhance the country’s competitiveness. We will continue to support the Thai Kingdom’s effort to develop a vibrant economy and help our clients
6 Standard Chartered Annual Report 2014 7 Message from the President and Chief Executive Officer
arranger to price a THB 6.5 billion multi-tranche bond offers significant opportunities for growth. As one of for Lao’s EDL Generation Public Company. The latter the few international banks present in all the GMS two deals were also recognised as Country Deal of markets, SCBT is ideally positioned to facilitate the Year in their respective categories by Asia Money cross-border trade in one of the fastest growing in 2014. regions in the world. We will therefore continue to focus on combining our deep local insights with our international banking expertise to deliver innovative services to help companies grow and tap into the Leveraging our brand potential of the Greater Mekong and broader ASEAN region. One of the key brand highlights for us in 2014 was Lyn Kok the running of the 27th Standard Chartered Bangkok With this, I would like to thank the Board of Directors, President and Chief Executive Officer, Marathon. The event drew a record 40,000 runners Executive Committee, Management and staff for your Thailand and Greater Mekong from 58 countries. Our branding was prominent and support in making 2014 a memorable year for the we successfully utilised multiple channels to raise the Bank. We are proud to have served as a catalyst for visibility of the marathon prior to and after the race. Thailand’s growth for over 120 years and we look The Ministry of Sports and Tourism and Bangkok forward to continuing to do so for many more years Metropolitan Authority were so impressed that they to come. The year 2014 was a memorable but challenging one Standard Chartered Bank (Thai) also retained its AAA have decided to include the marathon in the 2015 for Standard Chartered Bank (Thai). It was the year (tha) credit rating from Fitch Ratings. The underlying Visit Thailand tourism year calendar. They also we marked the 120th anniversary of the fundamentals of the Bank remain sound. We stressed that they would work with us to make the establishment of our first branch in Thailand but it continue to have a diversified asset base, strong Bangkok marathon a major international attraction for was also a year of economic uncertainty and political liquidity position, strong management as well as a Thailand. 2015 marks the 10th year of our association change for the Kingdom. disciplined and proactive approach to risk with the Bangkok Marathon. This is another example Lyn Kok management. This has been recognized by both of what it means to be Here for good. President and Chief Executive Officer, We organised a series of activities in 2014 to celebrate Fitch and other international rating agencies. Thailand and Greater Mekong our contribution to Thailand and our enduring commitment to the Kingdom. It provided us with Looking forward numerous opportunities to engage with clients, recognise our staff and to give back to the community. 2014 business highlights We look ahead to 2015 with much optimism. With our organizational realignment completed, we believe In 2014, Retail Clients revenue was largely driven by that our sharpened strategy coupled with our client 2014 was also a year of transition for Standard the launch of innovative products and services that centric approach to business will drive growth in the Chartered. The Group undertook a comprehensive catered to our clients’ evolving financial needs. The Corporate and Retail segments. Additionally, the review of its long term business strategy, which resulted number of new-to-bank clients continued to rise launch of the Commercial Clients segment in in a number of new initiatives including the refreshing of thanks to the strong take-up of Wealth Management the global Retail Client strategy. Thailand in 2015 will also provide us with and Bancassurance products which saw a 187% yoy opportunities to enhance and expand our reach into increase. We also continued to leverage vendor the mid-sized corporate segment. With our global From a business perspective, lingering political partnerships through credit card promotions, which reach and local expertise, we are well positioned to uncertainty in the first half of 2014 had a dampening helped contribute to stable growth in the Retail become the commercial bank of choice for effect of the economy, which in turn affected local Clients segment. internationalising and fast growing corporates in business sentiment and cross-border trade. This Thailand. I am confident that by working as One resulted in the Bank reporting a consolidated net Corporate and Institutional Clients continued to Bank we will regain our forward momentum and be profit after tax of THB 2,200 million, a 25.5 per cent successfully support Thailand-based corporates in able to deliver solid returns to our shareholders. decline year-on-year. their efforts to grow offshore as demonstrated by 20 per cent increase year-on-year in SCBT’s global 2015 also heralds the launch of the ASEAN Economic Despites these challenges, we were named the Best network revenue. Notable business transactions Community. The economic integration of the region Foreign Commercial Bank in Thailand by Finance Asia included aircraft financing to Thai Airways, serving as provides excellent opportunities for the Bank as we for a second consecutive year, an accolade that one of the joint lead managers for a THB76 billion are well positioned to help local corporates leverage recognized our commitment to supporting the growth “Bond Switching” liability management exercise for new opportunities across ASEAN and the Greater aspirations of our Corporate and Retail clients. the Kingdom of Thailand and acting as joint lead Mekong Sub-region (GMS). The GMS in particular,
8 Standard Chartered Annual Report 2014 9 Financial and Operating Review Summary of Financial Results
Summary of Financial Results Assets and Asset Quality Liquidity At the end of 2014, the Capital, on a solo basis, was THB38,572 million and the Capital Adequacy Ratio (CAR) In 2014, the Bank’s performance continued to be As of December 31, 2014, the total assets of the It is the Bank’s policy to maintain adequate liquidity at all was 23.16 per cent. The CAR reflects a healthy capital affected by difficult market conditions, globally and Bank and its subsidiaries were THB225,316 million, a times, and hence to be in a position to meet obligations position. The ratio is well above the minimum regulatory domestically. Lingering political uncertainty in the decrease of THB29,256 million or 11 per cent from as they fall due. The Bank manages liquidity risk both on requirement of 8.5 per cent comprising Tier 1 Capital of first half of the year also had a strong impact on last year, mainly due to a decrease in interbank and a short-term and medium-term basis. In the short term, 22.61 per cent. Thailand’s economy, which further dampened money market items. 2014 was a year of continued the Bank’s focus is on ensuring that cash flow demands business sentiment and the economic environment. and rigorous focus on the balance sheet as the Bank can be met when required. In the medium term, the focus Despite these challenging circumstances, operating further consolidated its capital and liquidity position. is on ensuring that the statement of financial position Earnings per Share income increased to THB12,465 million, up 3 per In addition, the Bank adopted more rigid credit remains structurally sound and aligned to the strategy. Standard Chartered Bank (Thai) PCL Group’s weighted cent or THB390 million compared to 2013. policies. The increased focus on credit quality in the average number of ordinary shares remained unchanged Retail Clients segment reflects the decision to slow Capital Adequacy at 1,484 million shares in 2014. Consequently, Earnings The rise in operating income was driven by an the pace of growth in unsecured lending and to The Bank maintains a strong capital base to support the per share (EPS) in 2014 decreased to THB1.48 from increase in trading and foreign exchange income and tighten underwriting criteria. The Corporate and development of its business, to meet regulatory capital THB1.99 in 2013. The book value per share in 2014 was gains on investment and the good performance from Institutional Clients segment also maintained strong requirements and to maintain appropriate credit ratings. THB27.07 an increase of 0.9 per cent from THB26.84 in 2013. our Thai Asset Management Company. These gains relationships with clients and selectively grew high were partly offset by the reduction in net interest quality assets while continuing to focus on return income as a result of cautious risk management optimization. . Total Assets Advance / Deposit Ratio decision in unsecured retail clients lending. The Cash Unit : Million Baht Unit : % Overall loans growth continued to slow. However this Management and Custody business was also 281,014 284,005 89% impacted by low margins reflecting the low interest started to show signs of improvement toward the end 260,356 254,572 225,316 rate environment. of the fourth quarter, in particular for the Corporates 86% and Institutional Clients segment. While Retail lending Operating expenses increased THB631 million or 12 contracted corresponding to slower economic 81% 81% per cent to THB5,756 million. Excluding one-off items growth and the bank’s prudential portfolio quality 79% and provision for contingent liabilities, the Bank focus. continues to manage expenses tightly with only The Bank continued its proactive and prudential risk marginal cost increments. management with a lending portfolio that is 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 Loan impairment increased by THB784 million or 25 diversified across a wide range of products, per cent to THB3,964 million. The rise in loan industries and client segments. The Bank has also Total Liabilities %Asset Quality impairment was a result of increased pressure on the taken a conservative view in establishing the excess Unit : Million Baht Unit: % Loan Loss Reserve %Gross NPL unsecured Retail Clients lending segment. 2013 loan reserves to withstand the uncertainties of an 248,233 249,334 economic downturn. 193.2% impairment was also lower than actual, as in 2013, 222,360 214,739 185,138 we had successfully concluded some debt sales in 140.6% 122.2% 123.5% the retail segment. In 2013, the Bank continued to 111.5% Liabilities make additional provision reserves to mitigate the 4.0% 3.3% 5.4% impact of potential deterioration in economic As of December 31, 2014, the total liabilities of the 1.1% conditions.. Bank and its subsidiaries were THB185,138 million, a 2.8%
decrease of THB29,601 million or 14 per cent over 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014 Consolidated net profit after tax was down by December 31, 2013, primarily driven by a drop in THB751 million or 25 per cent to THB2,200 million. interbank and money market items stemming from a Capital Adequacy Ratio Cost/income Ratio decrease in repurchase agreements and derivatives Unit: % CET1 CAR Unit : % liabilities mainly due to lower exchange rate volatility Balance sheet 55% in 2014. 48% 48% The Bank remains disciplined in its focus on 46% 42% sustaining a strong balance sheet, which continues 23.16% Equity 15.12% 20.14% to be highly liquid, diversified and conservatively 17.13% 17.79% positioned. We continue to focus on the principle of Total shareholder equity increased by THB345 million 22.61% ‘funding before lending’. The Bank is predominantly to THB40,178 million due to profit accretion and 19.55% deposit funded and our advances to deposits ratio is 17.13% 17.62% gains on available-for-sale investments, partly offset 15.10% at 81 per cent, decreasing from 89 per cent in 2013. by dividends paid to shareholders, net change of the We continue to be a net lender to the interbank effective portion of fair value of cash flow hedges and market. actuarial loss on defined benefit plans. 2010 2011 2012 2013 2014 2010 2011 2012 2013 2014
12 Standard Chartered Annual Report 2014 13 Nature of Business
Overview dedicated to major industry segments to better serve our enhancing our digital banking capabilities as an Thailand by Finance Asia. Additionally, SCBT’s senior clients’ needs. alternative channel for Client service and support across researcher was nominated for the ‘Highly Commended Established in 1894, Standard Chartered Bank in all segments. Individual in Research in Asian Local Currency Bonds Thailand has played an important role in serving our The priorities in 2014 were to build stronger relationship 2014’ award by The Asset. We also received the Bank of clients, supporting local businesses and contributing to with clients across the network, to focus on innovative Priority & International Clients Thailand Governor’s BIBOR Awards 2013 (announced in Thailand’s trade and economy. Today, Standard products and offer more alternative banking solutions to We offer a unique open architecture for fund selection 2014) for Recognition on Derivative House and Best Chartered Thailand has around 2,000 full-time clients, as well as to empower our team with up-to-date providing clients with access to over 100 mutual funds Issuer of Floating Rate Instruments. employees in 26 branches and offers a wide range of training on sector knowledge, regulatory requirements across all asset classes from nine asset management Corporate & Institutional Clients and Retail Clients and product capabilities. Our leadership position in Thailand is based largely on companies in Thailand. We also leverage our Global services across the country. Our long, rich heritage our ability to provide tailored solutions to help our clients Wealth Management capabilities to sharpen the underpins our drive to continue supporting the to better manage their interest and currency risk, and Deal highlights expertise of our local investment specialists and to sustainable growth of Thailand and the cross-border commodity price exposures. We are also a product up-skill our Relationship Managers (RMs) so that we can ambitions of our Thai clients. This desire sits at the heart CIC strengthened our relationship and supported both leader in foreign custody, interest-rate and currency be our clients’ “Trusted advisors”. of our business in Thailand and is reflected in our brand financial institution and large corporates in issuing fixed derivatives, FXO, and commodity hedging. The promise Here for good. rate note/debentures for our clients such as Kasikorn Personal Clients combination of these strengths has helped us build a Bank, Siam Commercial Bank, CP ALL Plc, Ratchaburi We serve the everyday banking needs of our clients stellar reputation as a creator and provider of value- Electricity Generating Authority Plc, Thaicom Plc. and across different life stages, from instalment loans and added banking products and solutions. Retail Clients many more. In addition, the Bank also won AsiaMoney mortgage loans to wealth management and insurance. CIC divides its clients into three strategic segments: Magazine’s Country Deal of the Year in two categories In 2014, Standard Chartered Bank (Thai) embarked on Retail Clients has also enhanced its secured and Local Corporate Segment, Global Corporate Segment, - for the Bank’s role as joint lead managers for a THB76 a transformation journey in Retail Clients with the aim unsecured lending offerings, strengthened our credit and Financial Institution Clients Segment. CIC also works billion “Bond Switching” liability management exercise for of becoming the leading international retail services card value propositions, as well as innovated in the in partnership with our global network, Standard the Kingdom of Thailand and for its role in Laos’ EDL bank in Thailand. We have increased our focus on Deposit space. Our strategy to grow the Personal Chartered Group, to build robust banking relationships Generation Plc’s triple tranche bond. Priority and Business Clients, and positioned Banking segment remains unchanged. We will focus on globally with corporate and institutional clients in ourselves to tap into the huge opportunities for growth helping clients in the personal segment to grow and Thailand and offshore. in the Kingdom. move into higher value segments. Segments The combination of local expertise from Standard Client engagement is at the heart of our refreshed Business Clients Retail Clients Chartered Bank (Thai) and global support from Standard strategy. With our local roots, world-class facilities and We are focused on expanding the higher quality Chartered Group is a compelling proposition and the cross-border reach, we are now better able to drive Retail Clients aspires to be the leading international retail business client segment. These are clients that are reason why many clients choose Standard Chartered growth by attracting affluent clients with easy, convenient bank in Thailand. In 2014 we sharpened our focus on running scalable, international oriented businesses. We Bank (Thai) and the Group to manage their regional solutions that will allow us to better support their needs. Priority and Business Clients, while continuing to grow support these clients throughout their business’ life banking needs. Once the transformation is completed in 2015, Retail the Personal Client segment, which remains the bedrock cycles through various services including business Clients will be highly integrated, which will allow them to of Retail Clients. Our goal is to develop deep relationship Working closely with Financial Markets and Transaction lending, cash management, trade and foreign exchange. leverage the full Client Continuum using a scalable with clients so that we can better anticipate the client’s Banking product partners, CIC provides clients with a full In addition, these successful business owners are also delivery model, innovative services and standardized financial lifecycle needs. For Business Clients, we are range of customized banking products, services and offered our Priority Banking proposition so that we can Group platforms. supporting their entrepreneurial journey from lending and solutions including Transaction Banking, Lending better serve their individual future financial needs as well. cash management to trade and foreign exchange. products and Financial Markets. Client servicing is The re-orientation will allow Retail Clients to work more handled by Relationship Manager teams who manage Our operating model is built on the principles of the productively and will help to achieve its strategic goals by and oversee transactions. With a wide range of Client Continuum and leverages on our One Bank Corporate and Institutional Clients leveraging Standard Chartered’s competitive advantages products, on-the-ground market expertise and high connectivity. Through our international presence and and realigning resources towards focused actions that While the Thai banking industry is dynamic and levels of support and service, Standard Chartered global network, we gain a competitive advantage over will offer the best return on investment while enabling the competitive, Standard Chartered Bank (Thai) stands out Group’s global network is second to none. These factors other banks particularly in the Employee Banking space. Bank to deliver a world class Client experience. as a respected player and leader in the Corporate and enable us to provide our clients with customised local We offer payroll and salary management services Institutional Clients segment – especially in terms of and regional solutions. catered for each of the client’s needs. Additionally, we product innovation, service excellence, global reach and Corporate and Institutional Clients are able to provide our clients with on-site support, thus, Products offered to Corporate and Institutional Clients support. The Bank is regularly recognised for its reducing dependency on the branch network. include: The Corporate and Institutional Clients segment (CIC) accomplishments by international trade magazines. continued to focus on its clients, the Bank’s collaborative Retail Clients leads through innovation. With digital These include the 2014 Country Deal of the Year award 1. Transaction Banking and Lending Products such as network and disciplined growth. CIC has reorganised its on-boarding and servicing we can offer superior frontline from AsiaMoney for the EDL Generation Plc multi- Cash Management, Trade Finance, Custodian client relationship department into specialised teams performance and a better client experience. We are also tranche bond transaction and Best Foreign Bank in Services and Lending,
14 Standard Chartered Annual Report 2014 15 Nature of business Sustainability: Our Social Purpose
2. Financial Markets Products such as Foreign Financial Markets Products Exchange, Options, Interest Rate and Commodity The Bank offers a number of services and solutions Derivatives, Fixed Income Instruments and Debt related to risk management, yield enhancement, liquidity Origination. management, and debt origination. The Financial 3. Corporate Finance Products such as Structured Trade Markets Department comprises market experts with Finance, Project and Export Finance and Corporate in-depth local knowledge and experience. With our Advisory. comprehensive product suite, in-depth understanding of the local market, and support from Standard Chartered Group’s international network spanning across 70 Products markets, we are uniquely positioned to help clients meet their needs. Transaction Banking & Lending Products Foreign Exchange: Cash Management: • FX spot and FX forward instruments in all major • Cash Management solutions help clients better currencies (in particular emerging markets in Asia, manage their liquidity, collection and payment Africa and the Middle East) processes. Our cash management solutions are • Arrangement of structured finance deals, FX swap, FX designed to enhance working capital efficiencies options, cross-currency derivatives, and other off- through optimised AR, AP and liquidity management balance sheet hedging instruments. processes. Interest rates, including transactions relating to: Trade Finance: • Interest rates on term deposits, money market • Trade products comprise a full range of import and instruments, investments in various government and export financing (pre- and post-shipment) and non- corporate bonds, interest rate swap agreements, funded guarantee transactions. Services and forward rate agreements, interest-rate options and products offered include trade facilities, guarantees yield enhancement investment products. and bonds, letters of credit and trade bill collections. Commodity Derivatives: In addition, supply-chain products provide across-the- board financing solutions from suppliers to dealers, • Since 2008, Standard Chartered Group has become including receivable financing. the key service provider for Commodity Derivative products. We offer solutions from basic forwards, to Securities Services (Custody): tailored solutions for clients looking to hedge their commodity price risk, or raise commodity-linked • Consistent with other services that Standard finance. Our platform covers precious metals, base Chartered Group provides through its subsidiaries, the metals, energy and agriculture. Securities Services business in Thailand is operated under the Master Custody arrangement (where the Debt Capital Markets: Bank is appointed as the local supplier of global • A wide range of funding and investment alternatives custody services). Local Fund Services are provided customised to meet the specific needs of issuers and to local asset management companies (the managers investors, in both the primary and secondary markets. of mutual and foreign investment funds). • Product expertise includes fixed and floating-rate Lending: debentures, syndicated loans, asset-backed securities, loan-style FRNs, etc. • We offer lending products of varying tenors. We also have the ability and expertise to arrange complex funding transactions, e.g. structured-rate loan, Corporate Finance Products project-related financing whether stand alone or with a With cooperation and support from the Standard syndicate of banks. In addition, we offer asset-backed Chartered Group, Corporate Finance is focused on loans, where marketable machineries are pledged as corporate advisory, project and export finance, as well collateral. as structured trade finance.
16 Standard Chartered Annual Report 2014 17 Sustainability: Our Social Purpose
Sustainability: our social purpose Seeing is Believing Empowering the Next Generation have developed a structured employee volunteering programme that allows us to leverage more effectively the After 120 years, we have become part of the fabric of One of our key global community investment Our community engagement efforts are focused on benefits of volunteering. With their dedication, 2,494.5 Thailand and the country has become a part of us. We programmes is Seeing is Believing – Standard addressing issues that may have a negative impact on employee volunteering days were taking in 2014, making are Here for people, Here for progress, Here for the long Chartered’s global initiative to tackle avoidable the sustainable economic growth of the Kingdom. This is Thailand one of the leading markets for employee run – Here for good. Inspired by the people of Thailand, an integral part of our business ethos. It stems from a blindness. In the Greater Mekong alone, an estimated 1.1 volunteering. we aim to build a better life for individuals and families million people are blind with many more, possibly up to strong belief that a vibrant and thriving society is the foundation of a successful economy. across the Kingdom. six-fold more, suffering moderate or severe visual We have also allocated resources and foster an inclusive work culture for staff to contribute positively. In addition to Enabling international trade to flourish is a key sustainable impairment. In March 2014, we announced our intention In line with this commitment, Standard Chartered supports financial and performance targets, employees are recognised business priority for Standard Chartered. We are also to invest USD1.2 million over the next three years to help a variety of community education initiatives. We believe it is for living the Bank’s five values - Courageous, Responsive, committed to extending access to finance for individuals tackle avoidable blindness in the Greater Mekong region. important to ensure that people have a sound understanding International, Creative and Trustworthy - and for their and small businesses that have traditionally been of basic financial management so that they are able to use Standard Chartered Thailand will play a key role in involvement in community programmes. underserved by financial institutions. We are determined to financial services actively and responsibly. Moreover, financial helping to drive the implementation of a number of these lead by example in Thailand. As well as contribute to education is a crucial building block of economic citizenship Through these efforts, we hope to build a sustainable, projects. Our initial focus will be on Thailand, Vietnam economic growth through our core business activities, we and a means to protect Thais from overextending viable future for all. want to have a broader positive impact on Thai society. We and Myanmar. In Thailand, we are working with the themselves financially, which will in turn promote stability in strongly believe in giving back to the community – a belief Princess Sirindhorn Eye Surgery Unit, under the Relief Thailand’s financial system. Additionally, by providing that is encapsulated in our brand promise, Here for good. and Community Health Bureau of the Thai Red Cross access to financial education we can boost job creation, Being Responsible Society to provide eye treatment to underprivileged raise income levels and reduce financial vulnerability. Since we established ourselves in Thailand, we have people along the Thai-Cambodian border. In promoting financial education, we regularly host several always focused on having the right culture, structures and Promoting Healthy Lifestyles The bank also has a policy to match 100 per cent of all employee volunteer initiatives aimed at delivering financial processes in place to ensure that we practice strong One key area of focus is health. We firmly support the funds raised for Seeing is Believing. Our Clients training at various schools both in and outside of governance. We believe that good governance contributes development of healthy lifestyles in Thailand. We believe generously participated in our fundraising efforts in 2014, Bangkok. In 2014, we launched a major financial to the long-term success of a company, creating trust and education programme aimed at the youth. that by addressing health issues we can play a role in donating to our 120th Anniversary Gala Dinner, our engagement between the company and its stakeholders. ensuring that people can be active contributors to Charity Golf Tournament as well as our Moonlight The Financial Education for Youth (FE4Y) programme was We believe that our distinctive culture and values are the society and the economy. That is why over the years we Christmas Charity Concert, where corporate celebrities piloted in June by SC Club by approximately 400 key reason why our clients choose to bank with us. They have provided platforms for the Thai community to employees at Tha Muang school in Kanchanaburi province. sang to help raise funds. In total, we raised more than are the foundation of our deep, long-term relationships with partake in sports. This was followed by an official launch on July 1st with THB 3 million for Seeing is Believing in 2014. our clients and our continuing commitment to Thailand. another 450 bank employees who fanned out across the Standard Chartered supports marathons in nine markets Our diverse and collaborative workforce together coupled city to deliver financial education training to nearly 1,380 across four continents of which Thailand is one, We with our deep commitment to doing the right thing, are primary school students to help them learn about financial sponsor marathons because they help individuals to Living with HIV what makes our culture stand out. Our brand promise Here services and to help them plan for the future. In total, SCBT break boundaries, inspire others and embrace healthy for good helps guide our people to act with conviction, to HIV is another cause that is close to our hearts. We provided financial education training for 2,730 students in living – attributes the bank encourages. For the last nine nurture relationships with our clients and to uphold the unveiled our Living with HIV initiative in 2004 to raise 2014, the highest for the Bank in the ASEAN region. years, we have sponsored the Bangkok Marathon in highest standards of conduct and integrity. partnership with the National Jogging Association of public understanding about HIV and AIDs. Every year Thailand, the Bangkok Metropolitan Administration and since the start of the programme, we look at how we can best raise awareness about the illness and foster People Powered the Ministry of Tourism and Sports. We are also proud to Recognition say that the Bangkok marathon has become one of social acceptance of those suffering from the disease. One of the ways we support our local communities is by Our efforts in developing Thailand’s banking and financial Asia’s marquee runs, attracting some of the best long- In Thailand, more than 30 volunteer HIV champions joined volunteering our time and seeking to maximise our impact through skills-based volunteering. It not only gives sector, building up communities and providing for a distance runners in the world. the programme in 2014. The programme aims to provide employees a chance to find out more about social issues sustainable future have not gone unnoticed. We have HIV/AIDS-related education to core target audiences, facing the community but also helps to reinforce our garnered a collection of awards and accolades in 2014 ranging from school children, youths and office workers, Mobile Health Service Van commitment to giving back to the Thai community. All of including the Corporate Social Responsibility Excellence to the underprivileged and minority groups. Recognition Certificate from the American Chamber of In 2014, as part of our 120th anniversary celebrations, we our employees are entitled to take up to three days paid Commerce and the Best Foreign Commercial Bank for the partnered with the Bangkok Metropolitan Administration We have also been collaborating with a network of leave per year for volunteering. second consecutive year by FinanceAsia. (BMA) to improve the quality of life for Bangkok’s residents external partners including workplaces, media and Volunteering is deeply entrenched in the Bank’s culture and by presenting a specially equipped van to the BMA to aid NGOs to provide HIV education through face-to-face staff engagement is integral in ensuring the success of our Such recognition spurs us on to develop new financial the physically disabled and elderly. The van is outfitted workshops and online education activities. As of 31 community programmes – it begins with the new-employee products and services that meet the needs of companies with a special hydraulic lift to accommodate wheelchairs December 2014, more than 180,000 people have induction course, the Right Start Programme, right through and individuals across the Kingdom and also encourages us and necessary safety equipment. received training from our staff. to the support and participation of senior management. We to continue supporting the less fortunate in the community.
18 Standard Chartered Annual Report 2014 19 Corporate Governance Board of Directors
Mr. Pakorn Malakul Na Ayudhya he was appointed to the Permanent and Chairman of Public Sector Audit Independent Nonexecutive Deputy Secretary of the Ministry of Committee, Ministry of Finance from Chairman Agriculture and Cooperatives and 2009-2013. He is currently President had served in that position until his of the Siam Development Institute; Chairman of the Nomination and retirement in 2007. He is currently Chairman of the Board of Directors of Compensation Committee Chairman of Dhipaya Life Assurance Smitivej Hospital Plc; Chairman of the Member of the Audit Committee Public Co., Ltd; President of The Audit Committee of Advanced Agro Pcl; a Member of the Board of Appointed to the Board on 1 October Royal Automobile Association of Directors and Chairman of Finance 2002, Mr. Pakorn had worked for the Thailand under Royal Patronage; and Fiscal Committee of the Public Bank of Thailand for over 30 years. Advisor to The Administration of The Sector Development Commission; He served as Deputy Governor of the Land Development Department; a Law Councellor of the Council of Bank of Thailand from 2000 -2002; Board member to Evergreen Plus State; a Member of Board of and Chairman of the Stock Exchange Co., Ltd.; an Independent Director Directors, the Commission on of Thailand from 2007-2009. He is and Audit Committee Member of Decentralization of State Power to currently Chairman of TSFC Grand Canal Land Public Co.,Ltd; Local Authorities; Chairman of the Securities Plc; Chairman of Thai Advisor to the Queen Sirikit Audit Committee of King Cardif Life Assurance Co. Ltd; Department of Sericulture; Advisor to Prajadhipok’s Institute; and a Chairman of Industrial cleaning The Permanent Secretary, Ministry of Member and Chairman of Economic Services Co., Ltd; Advisor of the Agriculture and Cooperatives; Committee, National Reform Council. Association of Capital Market Advisor to the Executive Board of Academy Alumni; Chairman of the Water Conservation for Her Majesty Prof. Somchai received a Bachelor of Administrative Panel of the Office of the Queen; Advisor to Unicord Public Economics from Thammasat the Securities and Exchange Co., Ltd; Chairman of Exotic Food University, a Master and PhD in Commission; an Expert on Corporate Public Co.,Ltd; Advisor to National Economics from the University of Governance and Social Power Supply Public Co.,Ltd; a Florida, USA. Committee Member of Eastern Asia Responsibility, The Stock Exchange Age: 76 of Thailand; Private Sector Collective University Council; and Advisor to Action Coalition Against Corruption SHOP Global (Thailand) Co., Ltd. 1. Mr. Banphot Hongthong 6. Ms. Anju Patwardhan Mr. Mark Devadason Independent Director Director Council of Thai Institute of Directors; Mr. Banphot received a Bachelor and 2. Prof. (Special) Somchai Richupan PhD. 7. Ms. Lyn Kok and a Director of The Institute of a Master of Economics from Director Independent Director Director Research and Development for 3. Mr. Cheng Teck Lim 8. Ms. Thippaporn Gertphol Northeastern University, the United Appointed to the Board on Chairman Independent Director Public enterprises (IRDP). States. Also he received a Diploma 10 January 2008, Mr. Devadason is 4. Mr. Pakorn Malakul Na Ayudhya 9. Ms. Oranuch Nampoolsuksan from the National Defence College; a currently Global Head of Independent Nonexecutive Deputy Chairman Director Mr. Pakorn received a Bachelor of Diploma from Capital Market 5. Mr. Mark Devadason Economics from Queen’s University Sustainability of Standard Chartered Director of Belfast, Northern Ireland; and a Academy; and a Certificate from the Bank based in Hong Kong. He Diploma from the National Defence Director Accreditation Program joined Standard Chartered Bank in College. (Class 104/2013). 1985 and has held many key positions throughout the Standard Age: 68 Age: 72 Chartered network in Asia including: Head of Global Corporate Banking in Mr. Cheng Teck Lim in 1989 and held senior position in Capital Pte Ltd., Special Needs Trust Mr. Banphot Hongthong Prof. (Special) Somchai Richupan Hong Kong; Group Head of Training, Chairman the Bank including Chief Executive Company, and the Singapore Independent Director PhD. Corporate Banking based in Member of the Nomination and Officer, Singapore; and Chief International Chamber of Commerce. Independent Director Singapore; Head of Corporate Compensation Committee Executive Officer and Executive Vice He is also a member of the Council Appointed to the Board on 18 April Banking, Thailand; Regional Head, 2013, Mr. Banphot had worked for Member of the Audit Committee Chairman, China. Mr. Lim currently of The Institute of Banking & Finance Private & Priority Banking in Hong Appointed to the Board on 25 April the Royal Thai Government for over Appointed to the Board on 1 August serves as a Director of Standard Singapore. Kong; Offshore Group Head Asia in 2014, Mr. Lim is currently Chief 30 years. He served as Director – 2005, Prof. Somchai served as Chartered Bank (Singapore) Ltd. and Hong Kong; Chief Executive Officer Executive Officer, ASEAN for Mr. Lim received a Bachelor of Arts General of the Department of Director General, Fiscal Policy Office in Japan; and President and Chief is the President Commissioner of Standard Chartered Bank based in from the National University of Intellectual Property from 1995 and Excise Department, Ministry of Executive Officer in Thailand. Singapore. He has over 30 years of PermataBank in Indonesia. He also -1998; Insurance Commissioner of Finance from 1992-1999; a Member Singapore and a Master of Business Mr. Devadason received a Bachelor international banking experience and serves on the Advisory Board of the the Department of Insurance from of the Board of Directors of Bank of Administration from Brunel University, of Philosophy and Economics from had held various roles within Sim Kee Boon Institute of Financial 1998 -1999; and Director – General Thailand from 1995-1997; a Member United Kingdom. the University of Bristol, UK. Corporate and Institutional Banking. Economics (Singapore Management of the Department of Export of the Payment System Board of He joined Standard Chartered Bank University); the Boards of Clifford Age: 54 Promotion from 1999-2003. In 2003, Bank of Thailand from 2002-2006; Age: 52
22 Standard Chartered Annual Report 2014 23 Board of Directors
Ms. Lyn Kok years and has held several key from Chulalongkorn University. She Director positions including Country Manager also received a Certificate from the President and Chief Executive Officer and Head of Global Markets, Director Certification Program (Class Thailand and Mekong Area. She is 135) and an IOD’s Diploma, which is Appointed to the Board on 20 July currently Advisor for Banpu Plc; accredited by the Australian Institute 2010, Ms. Kok is currently President Director and Treasurer of the National of Directors. and Chief Executive Officer, Thailand Defense College (Class 4313); and Age: 52 and Greater Mekong, Standard Advisor of the Tax Accounting Chartered Bank. Additionally, she is a Committee, Federation of Accounting Director in all three Standard Chartered Professions. Ms. Anju Patwardhan Bank (Thai) PCL Group Companies i.e. Director Ms. Thippaporn received a Bachelor Standard Chartered (Thailand) Company of Accounting from Thammasat Appointed to the Board on Ltd., Thai Exclusive Leasing Co., Ltd. University and completed an 4 December 2013, Ms. Patwardhan and Standard Chartered (Thai) Asset International Management Program Management Co., Ltd. She is also the is currently Group Head of Risk from Insead Euro-Asia Centre in Vice President of the European ASEAN Innovation of Standard Chartered France. She also received a Business Centre in Thailand; Chair of Bank based in Singapore. She is a Certificate from the Director Cross Sectoral Issues Working Group Distinguished Fellow of the Singapore Certification Program (Class 14), a for European ASEAN Business Centre; Institute of Banking and Finance; a Certificate of Completion of and a Director of Ronal McDonald Research Fellow at Singapore Advanced Audit Committee from the House Charity Thailand. She has Management University, a Member Thai Institute of Directors, a Diploma of the Singapore Indian Business worked in six countries and previously from the National Defence College held the positions of Country Head of Leaders’ Roundtable, Lay Person to (Class 4313), and a Certificate from the Inquiry Panel of the Law Society Corporate and Institutional Sales of Capital Market Academy (Class 15). Standard Chartered Bank, Malaysia; of Singapore and Chair of Board Country Head of Corporate and Age: 66 Audit Committee for AWARE Singapore. Ms. Patwardhan joined Institutions, Country Co-Head, Wholesale Bank of Standard Ms. Oranuch Nampoolsuksan Standard Chartered Bank Singapore Chartered Bank (Thai) PCL; and Director in September 2007 and has held Country Head of Strategy & Corporate various positions including Global Development and General Manager Senior Executive Vice President, Head for Risk Appetite; Global Chief Finance Beijing for Standard Chartered Banking. Operating Officer for Consumer Ms. Kok was appointed as President Appointed to the Board on 18 June Banking Risk and Chief Risk Officer and Chief Executive Officer of Standard 2010, Ms. Oranuch is currently the for Standard Chartered Bank Chartered Bank (Thai) PCL in July 2010. Chief Financial Officer of Standard Singapore. She has been in her Her role was to over the Greater Chartered Bank (Thai) PCL; and a current role since July 2014. Prior to Mekong Sub-region in May 2014. Director of two Standard Chartered joining Standard Chartered Bank, Bank (Thai) PCL Group Companies she worked with Citibank in Ms. Kok received a Bachelor of Arts i.e. Standard Chartered (Thailand) Singapore and India for 18 years in (Honours): Double Specialist in Co., Ltd. and Thai Exclusive Leasing various regional roles covering the Economics & Political Science from Co., Ltd. She joined Standard the University of Toronto, Canada. Asia-Pacific and Middle-East. Chartered Bank in 2004. She had Ms. Patwardhan received a Bachelor Age: 48 previously held the position of of Technology Engineering from the Financial Controller and Head of Operational Risk Assurance and Indian Institute of Technology and a Ms. Thippaporn Gertphol Master of Business Administration Independent Director Audit. Ms. Oranuch has more than 20 years of experience in finance, from the Indian Institute of Chairman of the Audit Committee accounting, operations and Management, India. Member of the Nomination and compliance. Age: 48 Compensation Committee Ms. Oranuch received a Master of Appointed to the Board on 27 June Accounting from Thammasat 2003, Ms. Thippaporn has worked University and a Masters of for Standard Chartered Bank for 33 International Economics and Finance
24 Standard Chartered Annual Report 2014 25 Senior Management – Short Description
Ms. Lyn Kok Education: Master of Business Consumer Banking - Citibank, Asia Director Administration in Finance from Pacific in Singapore and Country Head President and Chief Executive Officer University of San Francisco, USA. of Retail Assets of HDFC Bank, India. Appointed to the Board on 20 July Age: 48 Education: Chartered Accountant from 2010, Ms. Kok is currently President Institute of Chartered Accountants, and Chief Executive Officer, Thailand Cost Accountant and Master of and Greater Mekong, Standard Ms. Nichapat Ark Commerce, India. Chartered Bank. Additionally, she is a Managing Director and Senior Age: 46 Director in all three Standard Chartered Executive Vice President, Financial Ms. Lyn Kok Mr. Plakorn Wanglee Ms. Nichapat Ark Markets * Transfer effective 1 January 2015 Director Senior Executive Vice President, Corporate & Senior Executive Vice President, Financial Markets Bank (Thai) PCL Group Companies President and Chief Executive Officer Institutional Clients i.e. Standard Chartered (Thailand) Ms. Nichapat joined Standard Mr. Tee Boon Loh (Vincent Loh) Company Ltd., Thai Exclusive Leasing Chartered Bank in 2005. Prior to Senior Executive Vice President, Risk Co., Ltd. and Standard Chartered joining the bank, she worked for ABN Management (Thai) Asset Management Co., Ltd. Amro Bank and Bangkok Bank in She is also the Vice President of the Thailand. In her previous roles she was Mr. Loh joined Standard Chartered European ASEAN Business Centre in responsible for Financial Markets Sales, Bank in 2014. Prior to joining the bank, Thailand; Chair of Cross Sectoral Issues Liquidity Management and Swap he worked for The Royal Bank of Working Group for European ASEAN Trading. She was appointed Managing Scotland in Singapore as Head of Business Centre; and a Director of Director and Senior Executive Vice Corporate Credit for Singapore & Ronal McDonald House Charity President in May 2013. Prior to her South East Asia (Thailand, Malaysia & Thailand. She has worked in six Mr. Ramakrishnan Subramanian Mr. Tee Boon Loh (Vincent Loh) Ms. Oranuch Nampoolsuksan current position, she was based in Indonesia) and previously for ABN Senior Executive Vice President, Retail Clients Senior Executive Vice President, Risk Management Director countries and previously held the Amro Bank as Country Risk Officer in Senior Executive Vice President, Finance Shanghai, China as Managing Director, positions of Country Head of Corporate Thailand and China. and Institutional Sales of Standard Financial Markets Sales where she Education: Master of Applied Finance Chartered Bank, Malaysia; Country focused on liquidity management and from Macquarie University, Sydney, Head of Corporate and Institutions, cross-border financing products and Australia and Bachelor of Accountancy Country Co-Head, Wholesale Bank structures. . She has become from National University of Singapore of Standard Chartered Bank (Thai) Managing Director for Financial and Chartered Financial Analyst (CFA). PCL; and Country Head of Strategy Markets since May 2013. Age: 45 & Corporate Development and Education: Master of Business General Manager Beijing for Standard Administration from SASIN Graduated Chartered Banking. Ms. Kok was Institute of Business Administration and Ms. Oranuch Nampoolsuksan appointed as President and Chief Mr. Christopher Melbourne Jenkins Ms. Bubphawadee Owararinth Mr. Nithi Laophulsuk Bachelor of Business Administration Director Senior Executive Vice President, Group Technology Senior Executive Vice President, Human Resources Senior Executive Vice President, Legal Executive Officer of Standard Chartered and Operations from Assumption University. Senior Executive Vice President, Bank (Thai) PCL in July 2010. Her Finance role was to over the Greater Mekong Age: 41 Sub-region in May 2014. Appointed to the Board on 18 June 2010, Ms. Oranuch is currently the Education: a Bachelor of Arts Mr. Ramakrishnan Subramanian* Chief Financial Officer of Standard (Honours): Double Specialist in Senior Executive Vice President, Retail Chartered Bank (Thai) PCL; and a Economics & Political Science from Clients Director of two Standard Chartered the University of Toronto, Canada. Bank (Thai) PCL Group Companies Mr. Subramanian joined Standard i.e. Standard Chartered (Thailand) Age: 48 Chartered Bank in Hong Kong in 2010. Co., Ltd. and Thai Exclusive Leasing He previously held the position of Co., Ltd. She joined Standard Ms. Thaksina Kasemsant Na Ayudhaya Ms. Sudarat Kongtreekaew Mr. Plakorn Wanglee Regional Head, Retail Banking Senior Executive Vice President, Compliance Senior Executive Vice President, Audit Chartered Bank in 2004. She had Managing Director and Senior products, Hong Kong and North East previously held the position of Executive Vice President, Corporate & Asia. He has over 24 years of banking Financial Controller and Head of Institutional Clients experience in Asian markets having Operational Risk Assurance and Mr. Plakorn joined Standard Chartered worked in Hong Kong, Singapore Audit. Ms. Oranuch has more than Bank in 2012. He was previously the Thailand & India. His key past roles 20 years of experience in finance, Country Executive for at the Royal include MD of Asia Retail Banking, ING accounting, operations and Bank of Scotland, Thailand. in Singapore & Regional Director, compliance.
26 Standard Chartered Annual Report 2014 27 Senior Management – short description
Education: Master of Accounting and finance, insurance, consumer held leadership roles in the front office from Thammasat University and a goods, pharmaceuticals, and middle office areas in relation to Masters of International Economics telecommunications, and automotive. Operational Risk Management. In and Finance from Chulalongkorn Thailand, she was Wholesale Banking Education: Master of Public University. She also received a Senior Operational Risk Officer and Administration (Fiscal Management) Certificate from the Director Country Operational Risk Officer for with Honours and Academic Certification Program (Class 135) and several years. She was also the Excellence Award from the National an IOD’s Diploma, which is Country Project Manager for the Institute of Development accredited by the Australian Institute implementation of ORMA in Thailand in Administration, Financial Management, of Directors. 2006. She was also Country Head of Webster University, Geneva, Audit between 2011- 2013. Age: 52 Switzerland and a Bachelor of Arts in Political Science (Public Administration Education: Master of Business Mr. Christopher Melbourne and Human Resources Management) Administration from Georgia State Jenkins with Honours from Thammasat University, USA. University. Senior Executive Vice President, Group Age: 60 Technology and Operations Age: 46 Mr. Jenkins joined Standard Chartered Ms. Sudarat Kongtreekaew Bank in 1991. He has over 20 years of Mr. Nithi Laophulsuk1 Senior Executive Vice President, Audit international banking experience and Senior Executive Vice President, Legal has experience in Trade, Credit, Cash Ms. Sudarat joined Standard Chartered and the SME segment at the Group, Mr. Nithi joined Standard Chartered Bank in 2013. She has 30 years of GSSC and Country levels. He Bank in 2010. He has more than of 15 experience with both local and completed stints in London, Nigeria, years’ experience in International and international banks, as well as Thai business law. Prior to joining India and Singapore prior to becoming consulting firms, where she focused on Standard Chartered, he worked for Auditing, Risk Management and the CIO for Group SME in 2011. He international law firm Hunton & Williams Technology and Operations. She was appointed Senior Executive Vice (Thailand) Ltd. where he advised Thai previously held the position of Chief President - Chief Information Officer, and multinational financial institutions Risk Officer at a local bank prior joining Thailand & Greater Mekong in March and companies on banking law, SCBT. 2014. corporate law, deal structuring, Education: Bachelor of Arts (Political Education: Advanced Certificate in corporate financing, dispute resolution Science) in International Relations from Overseas Trade from Middlesex and mergers and acquisitions. Chulalongkorn University and University, London, England. Education: Master of Laws from Designation in Application Age: 45 University of Iowa and Master of Laws Programming from University of from The American University, USA, California, Los Angeles, USA. Barrister-at-law from Thai Bar Age: 55 Ms. Bubphawadee Owararinth Association and Bachelor of Laws from Senior Executive Vice President, Thammasat University. Human Resources Age: 46 Ms. Bubphawadee joined Standard Chartered Bank in 2011. She previously held the position of Managing Director Ms. Thaksina Kasemsant Na of a leading global consulting firm and Ayudhaya2 Senior Regional Consultant based in Senior Executive Vice President, Geneva, Switzerland and Singapore. Compliance She has over 22 years of experience in HR and management consulting for Ms. Thaksina joined Standard local and multinational corporations Chartered Bank in 1998. She was appointed Country Head of 1 Upon Head of Compliance retirement effective and state-owned enterprises in a 31 January 2015, the roles of Legal and various industries including banking Compliance in 2013. An experienced Compliance have been combined and knowledgeable banker, she has 2 Retired on 1 February 2015
28 Standard Chartered Annual Report 2014 29 Organisation Chart Executive Committee (Core Member)
Audit Committee Asset and Liability Committee
Country Pension Committee
People Development Committee Nomination and Compensation Committee BOARD OF DIRECTORS Credit Issue Committee (CIC)
CIC & Retail Approval Committee Executive Committee External Property Valuation Committee
Underwriting Committee
Risk Committee Thailand Benchmark Rates Review Committee
Lyn Kok Stress Testing Forum President and Chief Executive Officer Country Operational Risk Committee
Data Management Committee
Model Assessment Committee
Retail Scoring and IRB Model Committee
Risk Management Compliance2 1 2 Corporate & Institutional Clients Financial Markets Retail Clients Tee Boon Loh Finance Group Technology & Operations Human Resources Legal Thaksina Audit Plakorn Wanglee Nichapat Ark Ramakrisnan Subramanian (Vincent Loh) Oranuch Nampoolsuksan Christopher Melbourne Jenkins Bubphawadee Owararinth Nithi Laophulsuk Kasemsant Na Ayudhya Sudarat Kongtreekaew SEVP SEVP SEVP SEVP SEVP SEVP SEVP SEVP SEVP SEVP
Performance Corporate & Institutional and Banking Operations Trade, Retail Clients & GTO Financial Institution Financial Markets Sales and Balance Sheet Retail Clients Legal Compliance SME Banking Commercial Clients Credit Risk Cash & CSG HR Management
Banking Operations Corporate & Asset & Liability Global Corporate Wealth Management and Credit Risk Control Lending, Core Banking & Corporate & Institutional Institutional Clients Financial Crime Risk Management Financial Control Priority & International Liabilities Clients, TB and FM Legal Banking HR Market Risk Local Corporate FM Trading System Development Corporate & Accounting Retail Banking Institutional Clients Support Functions & Risk Legal Documentation Products & Segment HR Group Special Country Project Capital Markets Assets Management Financial & Regulatory Management Integrated Distribution Reporting PRB Delivery Country Technology Retail Clients Credit Management Taxation CDD Operation Talent Acquisition GTO Operational Risk Governance & Control
Learning Academy Market, Wealth & Securities Operations
Global Sourcing
•Remark : 1. Transfer effective 1 January 2015 Indirect Reporting Line 2. Upon Head of Compliance retirement effective 1 February 2015, role of Legal and Compliance have been combined. Update as of 31 December 2014 GTO Performance Management & Planning
30 Standard Chartered Annual Report 2014 31 Structure of Management
1. The Board of Directors 8. Mr. Thaksina Kasemsant Na Ayudhaya SEVP, Compliance** 9. Mr. Nithi Laophulsuk SEVP, Legal*** The Board of Directors has responsibility for the overall strategy and management of the Bank and is primarily 10. Ms. Bubphawadee Owararinth SEVP, Human Resources accountable to the shareholders for the proper conduct of the business of the Bank, as well as the enhancement of the 11. Ms. Sudarat Kongtreekaew SEVP, Audits Bank’s competitive competency and sustainable growth. Secretary: As of 31 December 2014, the members of the Board of Directors are: Ms. Jarumanee Nakasiri EVP, Business Planning, CEO Office 1. Mr. Cheng Teck Lim Chairman 2. Mr. Pakorn Malakul Na Ayudhya Independent Non-executive Deputy Chairman * Effective January 1st, 2015, Mr. Subramanian Ramakrishnan has been transferred. 3. Mr. Banphot Hongthong Independent Director ** As of February 1st, 2015, Ms. Thaksina Kasemsant Na Ayudhaya has retired from the bank. 4. Ms. Thippaporn Gertphol Independent Director *** As of February 1st, 2015, Mr. Nithi Laophulsuk will replace Ms. Thaksina Kasemsant Na Ayudhaya as Head of Legal 5. Prof. Somchai Richupan Ph.D. Independent Director and Compliance. 6. Mr. Mark Devadason Director 7. Ms. Anju Patwardhan Director 8. Ms. Lyn Kok Director 3. Audit Committee 9. Ms. Oranuch Nampoolsuksan Director The Audit Committee appointed by the Board of Directors, comprises three Independent Directors; one of whom has a Secretary: professional background in finance, accounting, and internal controls. The major responsibilities of the Audit Committee Ms. Chalida Chakreyarat Company Secretary are to review the sufficiency and credibility of financial reporting; to review the adequacy and effectiveness of internal As of 31 December 2014, the directors authorised to act on behalf of the Bank are: control systems and internal audit functions; to review any required compliance matters to ensure adherence to the rules 1. Ms. Lyn Kok Director and regulations of the Securities and Exchange Act, Financial Institutions Business Act and any other relevant law and 2. Ms. Oranuch Nampoolsuksan Director regulations; to consider and advise the appointment of the external auditors, decide on the appropriate level of audit fees and disclosure compliance on any aspect of connected transactions and conflicts of interest. Authorisation conditions: Two directors jointly sign with the Company’s seal affixed. As of 31 December 2014, the members of the Audit Committee are: In 2014, there were 10 meetings of the Board of Directors. The meeting attendance record of the directors in 2014 is 1. Ms. Thippaporn Gertphol Chair presented below: 2. Mr. Pakorn Malakul Na Ayudhya Member 3. Prof. Somchai Richupan Ph.D. Member Name Period Attendance/Number of Meetings Mr. Cheng Teck Lim 25 Apr 14 – 31 Dec 14 06/07 Joint Secretary: Mr. Pakorn Malakul Na Ayudhya 01 Jan 14 – 31 Dec 14 10/10 1. Ms. Sudarat Kongtreekaew SEVP, Audit Mr. Banphot Hongthong 01 Jan 14 – 31 Dec 14 09/10 2. Ms. Chalida Chakreyarat Company Secretary Ms. Thippaporn Gertphol 01 Jan 14 – 31 Dec 14 10/10 Prof. Somchai Richupan Ph.D. 01 Jan 14 – 31 Dec 14 10/10 Mr. Mark Devadason 01 Jan 14 – 31 Dec 14 09/10 4. Nomination and Compensation Committee Ms. Anju Patwardhan 01 Jan 14 – 31 Dec 14 09/10 Ms. Lyn Kok 01 Jan 14 – 31 Dec 14 10/10 The Nomination and Compensation Committee comprises three non-executive directors. The Chairman of the Ms. Oranuch Nampoolsuksan 01 Jan 14 – 31 Dec 14 10/10 Committee is an Independent Director nominated by the Board of Directors. The key responsibilities of the Committee involve the setting up policies, rules and procedures relating to (i) the nomination process for the selection of persons to serve as directors on the Board of Directors of Standard Chartered Bank (Thai) PCL., (ii) the nomination process for 2. Executive Committees members in subcommittees whose responsibilities and authorities are directly granted by the Board of Directors, as well as (iii) the nomination process for senior executives from the level of Executive Vice President and above, or any person The Executive Committee is responsible for the day-to-day management, operations, and control of the Bank in of equivalent rank, whatever the name of the position. The Committee selects and proposes names of qualified conformity with policies and strategies approved by the Board of directors. The Executive Committee is chaired by the candidates for such positions to the Board of Directors for consideration and approval. CEO and comprises senior executives from Retail Clients, Corporate and Institutional Clients, Financial Markets, Finance, Group Technology and Operations, Risk Management, Human Resources, Compliance, Legal and Audits. The Committee also promotes transparency and consistency in the formulation and application of remuneration and benefits of the directors and senior executives from the level of Executive Vice President and above, or any person of equivalent rank, As of 31 December 2014, the members of the Core Executive Committee are: whatever the name of the position, to enable the Board of Directors to make appropriate decisions on remuneration. 1. Ms. Lyn Kok President and CEO 2. Mr. Subramanian Ramakrishnan SEVP, Retail Clients* As of 31 December 2014, the members of the Nomination and Compensation Committee are: 3. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate and Institutional Clients 1. Mr. Pakorn Malakul Na Ayudhya Chair 4. Ms. Nichapat Ark Managing Director and SEVP, Financial Markets 2. Mr. Cheng Teck Lim Member 5. Mr. Vincent Loh SEVP, Risk Management 3. Ms. Thippaporn Gertphol Member 6. Mr. Chris Jenkins SEVP, Group Technology and Operations Secretary: 7. Ms. Oranuch Nampoolsuksan SEVP, Finance Ms. Chalida Chakreyarat Company Secretary
32 Standard Chartered Annual Report 2014 33 Structure of Management
5. Risk Committee 7. Underwriting Committee The Risk Committee’s main responsibilities are to provide leadership on forward looking and anticipated risk issues The Underwriting Committee’s main responsibilities are to approve underwriting applications for the Primary Book in covering strategic risk, operational risk, credit risk, market and liquidity risk, reputational risk, legal and regulatory risk, accordance with the terms and conditions of the product programme for Fixed Income and to oversee the secondary etc. The Committee also supervises and directs the management of all risks within the Bank to be in accordance with market corporate trading activities within Global Markets; to review, opine and make decisions on “stick” positions and to standards of the Standard Chartered Group and policies laid down by the Risk Committee. consider any other business within Corporate & Institutional Clients that the Chairman of the underwriting committee deems appropriate, e.g. asset securitisation. As of 31 December 2014, the members of the Risk Committee are: 1. Ms. Lyn Kok President and CEO as Chair As of 31 December 2014, the members of the Underwriting Committee are: 2. Mr. Vincent Loh SEVP, Risk Management Thailand & Greater Mekong excl Vietnam 1. Mr. Vincent Loh SEVP, Risk Management Thailand & Greater Mekong excl Vietnam as Chair 3. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate and Institutional Clients 2. Mr. Prolay Kundu SVP, Corporate & Institutional Clients Credit Risk 4. Ms. Oranuch Nampoolsuksan SEVP, Finance 3. Mr. Romsai Tandakoseya SVP, Corporate & Institutional Clients Credit Risk 5. Mr. Subramanian Ramakrishnan SEVP, Retail Clients * 4. Mr. Wasant Polcharoen SVP, Corporate & Institutional Clients Credit Risk 6. Ms. Thaksina Kasemsant Na Ayudhaya SEVP, Compliance ** 5. Ms. Nichapat Ark Managing Director and SEVP, Financial Markets 6. Mr. Kavin Hetrakul Director, Head of Capital Markets *Effective January 1st, 2015, Mr. Subramanian Ramakrishnan has been transferred. 7. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate & Institutional Clients **As of February 1st, 2015, Ms. Thaksina Kasemsant Na Ayudhaya has retired from the bank. 8. Ms. Anchalee Bunsongsikul Managing Director and Head of Corporate, Corporate & Institutional Clients 9. Ms. Chintana Kittiviboolmas Director, Head of Financial Institutions 10. Ms. Potchana Jirawanidchakorn SVP, Market and Liquidity Risk 6. Credit Approval Committee - Corporate & Institutional and Commercial Clients and Retail Clients Approval Committee The Credit Approval Committee comprises two Committees whose main responsibilities are to supervise and direct the 8. Country Operational Risk Committee management of Corporate & Institutional and Commercial Clients (CIC) and Retail Clients credit risk with regard to regular accounts and accounts under Group Special Assets Management (GSAM) within Standard Chartered Bank The Country Operational Risk Committee’s main responsibilities are to oversee, assess, and monitor the process of the (Thai) and to ensure that Processes and Procedures in place for monitoring and control of risk meet the standards set Bank’s operational risk exposures and to ensure full compliance with internal policies and relevant regulations. down in the “Risk Policies and Procedure” and “Group Special Assets Management (GSAM), Group Policy and As of 31 December 2014, the members of the Country Operational Risk Committee are: Procedures Manual” of Standard Chartered Group as adopted by SCBT Board of Directors from time to time to the 1. Ms. Lyn Kok President and CEO as Chair extent they are relevant to the businesses of SCBT and local regulatory requirement. 2. Ms. Oranuch Nampoolsuksan SEVP, Finance As of 31 December 2014, the members of the Corporate & Institutional and Commercial Clients Approval Committee are: 3. Mr. Vincent Loh SEVP, Risk Management Thailand & Greater Mekong excl Vietnam 1. Mr. Vincent Loh SEVP, Risk Management Thailand & Greater Mekong excl Vietnam as Chair 4. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate and Institutional Clients 2. Mr. Richard Allan SVP, Group Special Asset Management 5. Ms. Nichapat Ark Managing Director and SEVP, Financial Markets 3. Mr. Prolay Kundu SVP, Corporate & Institutional Clients Credit Risk 6. Mr. Yuthadej Putamanonda Managing Director, Head of Transaction Banking 4. Mr. Romsai Tandakoseya SVP, Corporate & Institutional Clients Credit Risk 7. Mr. Ramakrishnan Subramanian SEVP, Retail Clients* 5. Mr. Wasant Polcharoen SVP, Corporate & Institutional Clients Credit Risk 8. Ms. Thaksina Kasemsant Na Ayudhaya SEVP, Compliance** 6. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate and Institutional Clients 9. Mr. Nithi Laophulsuk SEVP, Legal*** 7. Ms. Anchalee Bunsongsikul Managing Director and Head of Corporate, Corporate & Institutional Clients 10. Mr. Chris Jenkins SEVP, Group Technology and Operations, Thailand and Greater Mekong 8. Mr. Francis Ansvananda SVP, Client Solutions Corporate & Institutional Clients 11. Mr. Ed Sarasas SEVP, Corporate Real Estate Services 9. Ms. Chintana Kittiviboolmas Director, Head of Financial Institutions 12. Ms. Bubphawadee Owararinth SEVP, Human Resources 10. Ms. Siriwan Krissanasmit Director, Head of Global Corporates *Effective January 1st, 2015, Mr. Subramanian Ramakrishnan has been transferred. 11. Mr. Nitiphong Tejavanija Director, Head of Local Corporates **As of February 1st, 2015, Ms. Thaksina Kasemsant Na Ayudhaya has retired from the bank. 12. Ms. Nichapat Ark Managing Director and SEVP, Financial Markets ***As of February 1st, 2015, Legal and Compliance have been merged and Mr. Nithi Laophulsuk is appointed Head of 13. Ms. Rinrada Settaleela (Acting) SVP, Head of SME Banking Legal and Compliance. As of 31 December 2014, the members of the Retail Clients Approval Committee are: 1. Mr. James Webster EVP, Country Credit Head, Risk Management as Chair 2. Mr. Subramanian Ramakrishnan SEVP, Retail Clients* 9. Credit Issues Committee 3. Mr. Theerawat Jiamwiriyasathian SVP, Risk Analytics 4. Mr. Bikash Saha SVP, Head of Credit Policy & Portfolio Risk The Credit Issues Committee’s three main responsibilities, covering Corporate & Institutional and Commercial Clients, 5. Mr. Nutthasan Tantasuralerk SVP, Head of Credit Initiation Retail Clients and Group Special Assets Management (GSAM), are as follows: First, review portfolio reports and out 6. Ms. Phacharin Chomvinya SVP, Process, Controls and Systems and Operational Risk come from portfolio reviews to ensure credit issues / adverse trends in the portfolio are identified and addressed through 7. Mr. Russell Knevitt SVP, Collection appropriate actions. Second, maintain an effective oversight over the existing early alert (EA) portfolio, including the movement in and out of EA, review the proposed actions and escalate as appropriate. Third, review and monitor remedial *Effective January 1st, 2015, Mr. Subramanian Ramakrishnan has been transferred. strategies and actions for credit accounts, which require special supervisions due to impairment of their credit quality.
34 Standard Chartered Annual Report 2014 35 Structure of Management
As of 31 December 2014, the members of the Credit Issues Committee are: monitoring of corrective actions through to closure. 1. Ms. Lyn Kok President and CEO as Chair As of 31 December 2014, the members of the Retail Scoring and IRB model Committee are: 2. Mr. Vincent Loh SEVP, Risk Management Thailand & Greater Mekong excl Vietnam 1. Mr. James Webster EVP, Country Credit Head, Risk Management as Chair 3. Mr. James Webster EVP, Country Credit Head, Risk Management 2. Mr. Bikash Saha EVP, Credit Policy & Portfolio Risk 4. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate and Institutional Clients 5. Mr. Richard Allan SVP, Group Special Asset Management 3. Mr. Theerawat Jiamwiriyasathian SVP, Portfolio Monitoring & Forecast 6. Mr. Subramanian Ramakrishnan SEVP, Retail Clients* 4. Mr. Thanawat Lee-amnuaycharoen VP, Portfolio Monitoring & Forecast 7. Ms. Rinrada Settaleela – (Acting) SVP, Head of SME Banking
*Effective January 1st, 2015, Mr. Subramanian Ramakrishnan has been transferred. 13. Stress Testing Forum The Stress Testing Forum develops stress scenarios, assesses impacts both qualitative and quantitative across risk types on stress test results, recommends mitigating actions, and establishes management triggers for Risk Committee 10. Model Assessment Committee and Asset and Liability Committee approvals. The main responsibilities of the Model Assessment Committee are to assess models for their suitability and compliance As of 31 December 2014, the members of the Stress Testing Forum are: with local regulatory requirements before recommending the models to the Risk Committee for approval, ensure that 1. Mr. Vincent Loh SEVP, Risk Management Thailand & Greater Mekong excl Vietnam as Chair periodic model assessments are undertaken and to ensure that deliverables are completed and delivered. 2. Ms. Oranuch Nampoolsuksan SEVP, Finance As of 31 December 2014, the members of the Model Assessment Committee are: 3. Ms. Lyn Kok President and CEO 1. Mr. Vincent Loh SEVP, Risk Management Thailand & Greater Mekong excl Vietnam as Chair 4. Mr. James Webster EVP, Country Credit Head, Risk Management 2. Mr. James Webster EVP, Country Credit Head, Risk Management 5. Ms. Potchana Jirawanidchakorn SVP, Market and Liquidity Risk 3. Ms. Oranuch Nampoolsuksan SEVP, Finance 4. Ms. Thaksina Kasemsant Na Ayudhaya SEVP, Compliance* 5. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate and Institutional Clients 14. Thailand Benchmark Rates Review Committee 6. Ms. Nichapat Ark Managing Director and SEVP, Financial Markets The Benchmark Rates Review Committee is required by applicable regulations and guidelines such as “Code of 7. Mr. Subramanian Ramakrishnan SEVP, Retail Clients** Conduct for BIBOR submission” by Bank of Thailand to govern the benchmark rates setting, submission, monitoring and *As of February 1st, 2015, Ms. Thaksina Kasemsant Na Ayudhaya has retired from the bank. review policies. **Effective January 1st, 2015, Mr. Subramanian Ramakrishnan has been transferred. As of 31 December 2014, the members of Thailand Benchmark Rates Review Committee are: 1. Ms. Oranuch Nampoolsuksan SEVP, Finance as chair 2. Ms. Nichapat Ark Managing Director and SEVP, Financial Markets 11. External Property Valuation Committee 3. Ms. Ladawan Yasothorn EVP, Compliance, Corporate & Institutional Clients The External Property Valuation Committee reviews and approves the selection of external and/or internal property 4. Ms. Potchana Jirawanidchakorn SVP, Market and Liquidity Risk valuation agents for collateral appraisal purposes, as well as approves relevant proposed appraised value.
As of 31 December 2014, the members of the External Property Valuation Committee are: 15. Asset and Liability Committee 1. Mr. Pote Ratanaprug AVP, Real Estate Policy Manager as Chair 2. Mr. Vincent Loh SEVP, Risk Management Thailand & Greater Mekong excl Vietnam The Asset and Liability Committee (ALCO) ensures that the balance sheet of the Bank is managed in accordance with 3. Mr. James Webster EVP, Country Credit Head, Risk Management the policies of the Standard Chartered Group adopted by the Bank and any other applicable regulatory requirements 4. Mr. Richard Allan SVP, Group Special Asset Management relating to management of liquidity, capital adequacy, and structural market risks. 5. Mr. Ed Sarasas SEVP, Corporate Real Estate Services As of 31 December 2014, the members of the Asset and Liability Committee are: 6. Mr. Bikash Saha SVP, Head of Credit Policy & Portfolio Risk 1. Ms. Lyn Kok President and CEO as chair 7. Mr. Nutthasan Tantasuralerk SVP, Credit Initiation 2. Ms. Oranuch Nampoolsuksan SEVP, Finance 8. Mr. Prolay Kundu SVP, Corporate & Institutional Clients Credit Risk 3. Mr. Vincent Loh SEVP, Risk Management 9. Mr. Romsai Tandakoseya SVP, Corporate & Institutional Clients Credit Risk 4. Ms. Nichapat Ark Managing Director and SEVP, Financial Markets 10. Mr. Wasant Polcharoen SVP, Corporate & Institutional Clients Credit Risk 5. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate and Institutional Clients 6. Mr. Subramanian Ramakrishnan SEVP, Retail Clients*
12. Retail Scoring and IRB model Committee Secretary: Ms. Warin Paaopanchon EVP, Balance Sheet and Performance Management The Retail Scoring and IRB Model Committee oversees the Retail Clients and SME scorecard performance and IRB model performance to ensure regular and thorough local review of scorecard performance, local involvement in *Effective January 1st, 2015, Mr. Subramanian Ramakrishnan has been transferred. identification of scorecard deterioration (if any), local involvement in recommendation of correction actions and
36 Standard Chartered Annual Report 2014 37 Structure of Management Internal Controls
16. People Development Committee The effectiveness of the Bank’s internal control system is reviewed regularly by the Board, Executive Committee, Senior Management, and Country Internal Audit. This Committee reviews manpower and people development plans and strategies to ensure that these support long- term business success. It also directs the formulation of succession plans and the management of high potential talent The Audit Committee monitors the integrity of the Bank’s financial reporting, compliance, and internal control and reviews the Bank’s resourcing requirements and plans. environment. Country Internal Audit reports regularly to the Audit Committee, the Chairman, and the Country Chief As of 31 December 2014, the members of the People Development Committee are: Executive Officer. 1. Ms. Lyn Kok President and CEO as chair 2. Mr. Chris Jenkins SEVP, Group Technology and Operations The findings of all adverse audits are reported to the Audit Committee, Country Operational Risk Committee, and the 3. Mr. Subramanian Ramakrishnan SEVP, Retail Clients* Country Chief Executive Officer where any necessary immediate corrective actions are undertaken. 4. Mr. Plakorn Wanglee Managing Director and SEVP, Corporate and Institutional Clients Country Internal Audit performs an independent review of the areas determined by risk assessment to ensure that the 5. Ms. Nichapat Ark Managing Director and SEVP, Financial Markets established controls are operating effectively and as intended. This will also ensure compliance with local rules and 6. Ms. Bubphawadee Owararinth SEVP, Human Resources regulations, Group policies, and procedures including the operational risk management framework. 7. Ms. Thaksina Kasemsant Na Ayudhaya SEVP, Compliance** 8. Mr. Vincent Loh SEVP, Risk Management The Audit Committee reviewed the effectiveness of the Bank’s internal control system during the year ended 9. Ms. Oranuch Nampoolsuksan SEVP, Finance 31 December 2014, and reported to the Board. *Effective January 1st, 2015, Mr. Subramanian Ramakrishnan has been transferred. The Audit Committee has reviewed and approved the annual audit plan, monitored the status of the ongoing audit **As of February 1st, 2015, Ms. Thaksina Kasemsant Na Ayudhaya has retired from the bank, and will be replaced by Mr. work, and reviewed the key findings with the Country Head of Audit. In this respect, based on the work completed Nithi Laophulsuk. and reports from 2014, the Audit Committee is satisfied that no matter requires separate disclosure under this heading. The Bank’s external auditors have also been invited to raise any matter they considered pertinent relating to 17. Country Pension Committee the control environment and the financial statements with the Audit Committee.
This committee defines the staff retirement/leaving service benefits policy, within Group Policy Guidelines, ensures that The performance of the Bank’s business is reported regularly to senior line management and the Board. Performance, the Bank’s obligations in respect of retirement benefits are met, monitors market developments in relation to benefits trends, forecasts, and actual performance against budgets and prior periods are closely monitored. Financial provision, manages retirement arrangements and reviews Bank policy accordingly. Information is prepared using appropriate accounting policies, which are applied consistently. Operational procedures As of 31 December 2014, the members of the Country Pension Committee are: and controls have been established to 1. Ms. Lyn Kok President and CEO as chair facilitate complete, accurate, and timely processing of transactions and the safeguarding of assets. These controls 2. Ms. Oranuch Nampoolsuksan SEVP, Finance include appropriate segregation of duties, the regular reconciliation of accounts, as well as the valuation of assets and 3. Ms. Bubphawadee Owararinth SEVP, Human Resources positions.
38 Standard Chartered Annual Report 2014 39 Corporate Governance
Corporate governance The Bank has published and distributed to its employees Sub Committees proactively promote efficiency and equilibrium in the the “Group Code of Conduct” adopted from the Audit Committee Bank’s managerial structure and human resources The Bank realizes that good corporate governance is Standard Chartered Group and approved by the Bank’s scheme. The Audit Committee comprised three Independent fundamental to its operational success as it enhances Board of directors and/or Executive Committee as the Directors. The Chairman posses strong knowledge and The Committee also recommends remuneration and organizational efficiency and maximizes effectiveness for business Code of Conduct for all staff. The Code experience in reviewing financial statements. The Bank’s benefits policy as well as remuneration and benefits all concerned parties including shareholders, governs a high standard of integrity, based on lawful Company Secretary and Head of Audit jointly work as provided to the Board of directors and senior executives stakeholders, local banking communities, as well as practices and recommended business ethics. The Code the Secretaries to the Audit Committee. from the level of Executive Vice President and above or society as a whole. outlines interpersonal dealings among bank staff and The major responsibilities of the Audit Committee are to any person with equivalent rank, whatever the name of Translating these principles into practice, the Bank is with outsiders. This code of conduct covers, among review the credibility and sufficient disclosure of the the position, and clean and transparent criteria for other topics, inside dealing, bribery and corruption, committed to undertake its professional activities with Bank’s financial statements, to assess efficiency and consideration and approval by the Board of directors. In managing of conflict of interests as well as speaking up. prudence, fairness, honesty, and integrity. Moreover, the suitability of internal audit and control systems, to ensure addition, the Nomination and Compensation Committee Bank has established a long-term strategic plan towards continued regulatory compliance, and to prepare the duly performs all prescribed tasks required by the Bank sustainable growth and has pursued its vision of Annual Audit Committee Report. In addition, the Audit of Thailand. Board structure professional practice that strengthens the organization’s Committee also duly performs all prescribed tasks competitive edge while adhering to accepted business As of 31 December 2014, the Board of directors required by the Bank of Thailand, the Securities and codes of conduct and professional ethics. Its ultimate comprises nine Board members: two are Executive Exchange Commission, and the relevant laws and Risk Committee objectives are to maximize shareholders’ economic value Directors, and seven Non-Executive Directors. Of the regulations. The Risk Committee comprises at least five members and to drive the organization towards international seven Non-Executive Directors, three are Non-Executive who are appointed by the Board of directors. The Audit Committee meets at least four times a year. banking practices underpinned by high operational Directors who are overseas residents residing in The presence of two members forms a quorum for a The Committee’s main responsibilities are to provide standards and quality services. Singapore and Hong Kong. meeting. If deemed suitable and appropriate, the leadership on forward vision and to anticipate risk issues In this regard, the Bank emphasizes having structures Regarding the balance of power among Board Committee members can request a joint meeting with covering strategic risk, operational risk, credit risk, and procedures of good relationships among the Board members, at present there are four appointed the presence of external auditors and key personnel of market and liquidity risk, legal and regulatory risk, of directors, its management, and its shareholders in Independent Directors, the number of which is in line the Bank’s various functions, such as Finance, and/or reputational risk, etc. The Committee also supervises order to create confidence and enhance the trust of its with the corporate governance guidelines recommended Compliance. and directs the management of all risks within the Bank shareholders, investors, stakeholders, and all concerned by the Bank of Thailand and the Securities and to be in accordance with standards of Standard parties. It also places the utmost emphasis upon the Exchange Commission. The guidelines propose that at Chartered Group and policies laid down by the Risk Nomination and Compensation Committee roles and responsibilities of the Board of directors and least one third of the Board members are Independent Committee. other governance committees and compliance with the Directors, and that the total number of Independent The Nomination and Compensation Committee good governance practices proposed by the Bank of Directors on the Board should be no less than three. comprises three Directors. The Chairman of the Other special committees Thailand, the Securities and Exchange Commission, and Each Independent Director possesses qualifications as Nomination and Compensation Committee is an Independent Director, nominated and appointed by the the Standard Chartered Group to ensure the interests of required by the Bank of Thailand and the Securities and The Bank has formed other special committees to assist Board of Directors. all stakeholders are protected. Exchange Commission. the Board of directors in its supervisory and monitoring This Committee’s scope of responsibility and major tasks, such as the Executive Committee, the Asset & The Bank has formulated policies, regulations, and In addition, in compliance with the Bank of Thailand’s duties involves the setting up of policy, rules and Liability Committee, the People Development procedures for consideration and approval of related good governance practices, each Board member procedures relating to the nomination and selection of Committee, the Country Pension Committee, the party transactions in compliance with all applicable currently provides his/her chairman, executive director, persons to serve as directors on the Standard Chartered Country Operational Risk Committee, the Credit Issue regulations set out by the Bank of Thailand and the or director with signatory power, single or several, in Bank (Thai) PCL’s Board of directors, members of Committee, the Model Assessment Committee, the other companies of not more than three business Securities and Exchange Commission. The main aim is subcommittee whose duties, responsibilities and Corporate & Institutional and Commercial Clients to ensure that its related party transactions with groups, so that he/she can efficiently perform their authorities are directly given by the Board of directors, as Approval Committee, the Retail Clients Approval connected entities, including subsidiaries, affiliates, responsibility as the Bank’s director and avoid any well as senior executives from the level of Executive Vice Committee, the Thai Benchmark Rates Review relevant companies and potential conflicting parties are occurrence of possible conflicts of interest. The roles of President and above or any person with equivalent rank, Committee, the External Property Valuation Committee, in line with reasonable criteria and procedure to ensure the Chairman and the Chief Executive Officer are whatever the name of the position. The Committee the Underwriting Committee, the Retail Scoring and IRB that fair prices and conditions are applied. Not only do separated and are not the same person. The Chief selects and proposes names of qualified candidates for Model Committee, the Data Management Committee, these measures result in optimum benefit to the Bank Executive Officer, who also serves as the Director of the such positions to the Board of directors for consideration and the Stress Testing Forum. Details on their roles and and its shareholders, but they will also prevent any Board, is in charge of the day-to-day management of the and approval. The Committee provides strategic advice duties appear in the “Structure of management” section conflict of interest. Bank. and assistance to the Bank’s management in order to in this annual report.
40 Standard Chartered Annual Report 2014 41 Corporate governance
Role and responsibilities of the Board of directors authorization limits, and risk assessment such as in undertaken to ensure timely receipt of information by all Management of Inside and Confidential Information banking transactions, operational functions, credit quality directors prior to any meeting date, so that they can The Board of directors has a duty to formulate policies • The Bank has a Code of Conduct for staff covering and financial reporting, etc. and the strategic direction of the Bank, as well as to efficiently perform their tasks in monitoring the Bank’s the use of inside information and personal account business strategies, operating results and regulatory ensure that the management team has properly and This process is reviewed regularly by the Board of dealing policy, to eliminate risk on securities trading. compliance. Top-level executives of the Bank are always effectively implemented the Bank’s policies, not only in directors, which is responsible for ensuring that high • The Bank required directors and persons with invited to attend the Board meetings and to submit to accordance with their formulated guidelines, but also in standards of responsible business are maintained and management authority (as defined in the Financial compliance with prevailing legal frameworks and that an effective control framework is in place. the Board of directors their relevant reporting. In the Institution Business Act, A.D. 2008) to disclose and acceptable business ethics. The Board of directors also meetings, the Board of directors also has opportunities report the information on their shareholdings. considers issues related to possible conflicts of interest, In addition, job descriptions and organograms have been to post questions, present their views, and provide • The Bank strictly limits the use of hard disk drives and as well as oversees operational controls, financial developed to illustrate particular responsibilities and suggestions to the executives, as well as thoroughly trumb drives by staff to prevent the leakage of Bank reporting and general risk management policy. reporting lines. The internal audit unit was re-structured debate any issue at the Board meeting before and/or client data. to better accommodate the risk management conclusion. The minutes of each Board meeting are The Bank realizes the principles of good corporate framework. Assessment processes such as “Key Control documented by the Company Secretary and • The Bank set up the Data Leakage Prevention Policy governance and sets best practices for the way in which Standards” (KCS) and “Key Risk Indicators” (KRI) were and started using the online system - The enterprise subsequently submitted to the Board of directors during companies are run and managed; the structure and role also introduced as tools under “Operational Risk Investigations Management System (EIM) which will their next meeting for verification and approval. All of the Board of directors; relations with stakeholders and Framework”. The Operational Risk Reports and the Audit help managers in case their staffs in the department approved minutes are kept for future reference. the framework of internal control. Therefore the Bank has Reports are submitted to the Country Operational Risk breach the policy by sending the confidential always aspired to make governance responsibility a high Committee monthly. information to unauthorized recipients outside the Bank priority, demonstrating this by its application of the or sending in breach of the requirement of the Group Remuneration principles of corporate governance policy, approved by The principles for establishing delegated authority are Information Security – End User Security Procedures. the Board of directors, and the charters and guiding clearly stated in the Bank’s Delegated Authority Manual The remuneration of the Board members is fixed by the principles set by other special committees, as the while the delegated authority of any individual employee resolution of the Shareholders’ Meeting provided by a Company Secretary framework for governance within the Bank. Segregation is confirmed in writing so far as reasonably practicable majority of votes of no less than two-thirds of the total of duties between the Board of directors and the and is subject to periodic review. In brief, the Bank has a votes cast. The Nomination and Compensation The Board of Directors appointed Ms. Chalida well-designed internal control and audit system with management team is implemented to demonstrate the Committee regularly monitors remuneration of the Board Chakreyarat as company secretary with the monitoring elements to ensure that its operations Bank’s accountability towards its shareholders. of directors, and provides their recommendations to the responsibilities to support the Board on statutory and consistently comply with applicable rules, regulations, good corporate governance matters as set forth by law, The Board members enjoy complete freedom in Bank to ensure that levels of such remuneration are laws, and ethical codes. The Bank also encourages the to serve as the center for corporate records such as expressing their views and making their decisions appropriate. practice of good governance among its Board juristic person register, the memorandum and articles of regarding operational policies that will yield maximum management, and staff by regularly updating them with Five directors who are employees of Standard Chartered associations, as well as to communicate to general benefits to the Bank and its shareholders. The Board of prevailing compliance knowledge as well as promoting Group do not accept any remuneration for their shareholders. directors also takes an active role in regularly monitoring professionalism. directorship. the management’s performance and achievements. Educational background, work experience and records on attending relevant training programs are as follows: It is the policy of the Standard Chartered Group that Additional details on the Bank’s remuneration policy for every aspect of its business and operations be Board meetings directors are included in the “Structure of management” Ms. Chalida joined Standard Chartered Bank (Thai) PCL section shown in this annual report. in 2000 and held many positions in areas of Group conducted within a comprehensive system of delegated The Board of directors is scheduled to meet regularly at Special Asset Management and Human Resources. authority. Directors and employees are duly empowered least nine times a year. It is compulsory for each board She was appointed as Company Secretary in 2008. to carry out the responsibilities given to them. member, either resident or non-resident, to attend these Board and management training Prior to joining the Bank, she held many front roles with meetings. In case of an emergency or the inability to The Bank is committed to managing risk and to various financial institutions including Deutsche Bank, The Board of directors also encourages its members to controlling its business and financial activities in a personally attend such meetings due to any unavoidable Bank of Tokyo and Cathay Trust. attend key courses, arranged by the Thai Institute of manner that enables it to maximize profitable business circumstance, teleconferences are then provided. opportunities, avoid or reduce risks that can cause loss Directors, for fiduciary knowledge and skill development. Ms. Chalida received a Bachelor of Banking and Finance The Bank usually notifies the Board members in advance or reputational damage, ensure compliance with from Chulalongkorn University; a Master of Business about the yearly pre-scheduled board meeting dates. The Bank provides educational sessions on some Administration from Oklahoma City University, USA. applicable law and regulations, and enhance resilience For each meeting, the agenda is clearly set and generally banking products to the Board of directors. The Bank Also she completed the Company Secretary Program, to external events. presented to the directors in advance through meeting also arranges regular training courses for its executives Effective Minute Taking, Company Reporting Program To achieve this, the Bank sets up an internal control and notifications, attached with supplementary information and constantly reviews succession plans for its key and Board Reporting Program, of the Thai Institute of audit process to oversee management activities, for review and consideration. Such arrangements are positions. Directors.
42 Standard Chartered Annual Report 2014 43 Risk
1. Strategic Risk On a monthly basis (or more frequently when an independent Credit Risk Control (CRC) unit; approved under a delegated authority structure and necessary), the Credit Committee will hold a meeting standardised loan documentation; early identification of reported to the ALCO. Strategic risk is the risk linked to undertaking business to make credit decisions and discuss issues relating to problem accounts and remedy thereof. activities and providing services in the banking sector the credit risk of the portfolio. A substantial portion of the Bank’s assets is funded by that is aligned to the strategic direction of the bank. It client deposits made up of current and saving accounts directly correlates with economic cycles and global/ Credit risk related to the Bank’s activities can be and other deposits. These client deposits, which are 3. Liquidity Risk regional/national political stability. subdivided into Retail Clients Credit Risk and widely diversified by type and maturity, represent a Corporate and Institutional Clients Credit Risk. Liquidity risk is the risk that the Bank either does not stable source of funds. The ALCO monitors trends in the Fully aware of these factors and their related risks, the have sufficient financial resources available to meet all statement of financial position and ensure that any Bank always undertakes operations with prudence and its obligations as they fall due, or can only secure is alert to any proactive and responsive reaction that may issues that might impact the stability of these deposits Retail Clients Credit Risk these financial resources at an excessive cost. be required. Regular reviews of the performance of are addressed effectively. The ALCO also reviews the Retail Clients Credit Risk relates to lending activities in statement of financial position plans to ensure that businesses are done to assess business risks and It is the Bank’s policy to maintain adequate liquidity at Retail Clients, both secured and unsecured, as well as projected asset growth is matched by growth in the assure appropriate management reactions. all times, and hence to be in a position to meet Business Clients. To ensure that its risk management stable funding base. obligations as they fall due. The Bank manages The reviews include corporate financial performance strategies are effective, the Bank has adopted a sound liquidity risk both on a short-term and medium-term measures, capital usage, resource utilisation, human business-specific credit control policy and stringent The Bank also has access to wholesale funding markets basis. In the short term, the Bank’s focus is on resources and risk statistics to provide a broad risk acceptance criteria, tailored to the specific lending including commercial paper issuance to ensure that it ensuring that the cash flow demands can be met understanding of the current business situation. products. has flexibility around maturity transformation, market where required. In the medium term the focus is on intelligence and can obtain optimal pricing when Sophisticated risk acceptance and monitoring ensuring that the statement of financial position performing interest rate risk management activities. remains structurally sound and aligned to the strategy. 2. Credit Risk procedures are in place and kept under constant review as appropriate. The Asset & Liability Committee (ALCO) is the Credit risk involves the risk of potential loss resulting responsible governing body to ensure that the financial from any failure of the Bank’s borrowers or counter Effective management of risk is seen as a core 4. Market Risk position of the Bank is managed effectively in parties in honouring their financial or contractual competency within Retail Clients. One of the key compliance with the policies and practice of the The Bank recognises market risk as the potential for obligations to the Bank and/or of their inability to settle elements of the risk management philosophy is for the Standard Chartered Group, as well as, any other loss of earnings or economic value due to adverse obligations in accordance with the agreed terms. risk functions to operate as an independent control applicable regulatory requirements. changes in financial market rates or prices. The working in partnership with the business units to Bank’s exposure to market risk arises principally from In this respect, relevant credit exposures could include provide a competitive advantage to the Bank. client-driven transactions. The objective of the Bank’s the Bank’s borrowers from the corporate, institutional Financial Markets is responsible for the day-to-day market risk policies and processes is to obtain the and retail segments, as well as connected individuals The Bank’s retail loan portfolios are well diversified in management of all the liquidity risk arising in the Bank, best balance of risk and return while meeting and business groups of the Bank’s trading parties and terms of both clients and products. executing liquidity directives and operating within the customers’ requirements. portfolios. liquidity policy and approved limits. Liquidity limits are regularly monitored by the Market Risk function that is The overarching and forward-looking credit risk independent from the business. Liquidity profiles are The primary categories of market risk for the Bank are: Corporate and Institutional Clients Credit Risk management tools implemented are governed by risk reviewed by ALCO on a regular basis. (a) Interest rate risk: arising from changes in yield tolerance and DEFCON principles. Ensuring that the Corporate and Institutional Clients Credit Risk includes curves, credit spreads and implied volatilities on credit quality of our portfolio is in good shape is the the Bank’s commercial lending to institutional clients The Bank’s liquidity risk management framework interest rate options responsibility of the Risk Committee, which comprises such as corporations, organisations, banks and requires limits to be set and monitored. All limits are senior management from the risk and business government entities, as well as payment risk of its reviewed at least annually, and more frequently if (b) Currency exchange rate risk: arising from changes functions, including the Chief Executive Officer. This counterparties for due financial contracts. required, to ensure that they remain relevant given in exchange rates and implied volatilities on foreign committee meets at a minimum of six times a year to market conditions and business strategy. Compliance exchange options discuss and review major credit risk indicators such as Credit officers are mainly responsible for the credit risk with limits is monitored independently on a regular The Bank has established standards, principles, economic factors, concentration risk and credit grade management of their portfolios in accordance with the basis by Market Risk and Finance. policies, and techniques for managing market risk. movements. Bank’s guidelines and risk management practices, which cover items such as authorisation criteria, limit In addition, under liquidity stress scenarios, the Bank The Board of Directors approve the Bank’s market risk Credit authority is delegated by the Risk Committee to levels, credit control and collateral management. has to ensure that cash inflows exceed outflows appetite taking account of market volatility, the range the Credit Heads of Corporate and Institutional Clients under all stress scenarios. Liquidity stress tests are of products and asset classes, business volumes and and Retail Clients. Both Credit Heads are empowered to Appropriate allocation and sound diversification of carried out daily on the Bank-specific scenario, transaction sizes. Market Risk function, which is further delegate credit authority to other approvers to lending portfolios among suitable industries are also monthly on the Market-wide scenario and quarterly independent from the business, measures and enable them to perform the daily approval tasks in key objectives of the Bank. Additional Corporate and on Combined scenarios. As at 31 December 2014, monitors exposures against the approved limits to accordance with the Risk Processes and Procedures Institutional credit risk measures include: a uniform the Bank passed liquidity stress tests on all ensure the Bank’s market risk exposures are within adopted. risk rating procedure; regular credit risk monitoring by scenarios. Limit excesses are escalated and acceptable levels.
44 Standard Chartered Annual Report 2014 45 Risk
The Bank measures the risk of losses arising from future 5. Operational Risk potential adverse movements in market rates, prices and Operational risk is the potential for loss resulting from volatilities using a VaR (Value at Risk) methodology. VaR, in general, is a quantitative measure of market risk that inadequate or failed internal processes, people or applies recent historical market conditions to estimate technology or the impact of external events. Operational the potential future loss in market value that will not be risk exposures are managed through a consistent set of exceeded in a set time period at a set statistical management processes that drive risk identification, confidence level. assessment, control and monitoring. We seek to control operational risks to ensure that operational losses do not VaR is calculated for expected movements over a cause material damage to the Bank’s franchise. minimum of one business day and to a confidence level of 97.5 percent. This confidence level suggests that Operational risk can arise from all business lines and potential daily losses, in excess of the VaR measures, are from all activities carried out by the Bank. We seek to likely to be experienced six times per year. systematically identify and manage operational risk by segmenting all the Bank’s activities into manageable The Bank applies two VaR methodologies: units. Each of these has an owner who is responsible for • Historical simulation: involves the revaluation of all identifying and managing all the risks that arise from existing positions to reflect the effect of historically those activities as an integral part of their first line observed changes in market risk factors on the responsibilities. Products and services offered to clients valuation of the current portfolio. This approach is and customers in all our markets are also assessed and applied for general market risk factors and has been authorised in accordance with product governance extended to cover also the majority of specific (credit procedures. spread) risk VaR. • Monte Carlo simulation: this methodology is similar to Although operational risk exposures can take many historical simulation but with considerably more input Other Related Risks losses arising from non-compliance and also build varied forms, we seek to manage them in accordance risk factor observations. These are generated by credibility among all stakeholders including clients, with standards that drive systematic risk identification, Other related risks are risks such as regulatory and random sampling techniques, but the results retain employees, shareholders and regulators. reputational risks, which are the normal consequences the essential variability and correlations of historically assessment, control and monitoring. These standards of any business undertaking. observed risk factor changes. This approach is now are challenged and reviewed regularly to ensure their applied for some of the specific (credit spread) risk ongoing effectiveness. 2. Reputational Risk VaR in relation to idiosyncratic exposures in credit 1. Regulatory Risk Reputation can be defined as a collection of perceptions markets. Identified operational risk exposures are rated ‘low’, Regulatory risk refers to the risk of failure to comply with and opinions, past and present, about an organisation ‘medium’, ‘high’ or ‘very high’ in accordance with defined laws, regulations, rules, standards, and Code of Conduct that resides in the consciousness of its stakeholders and In both methods an historical observation period of one risk assessment criteria. Risks that are outside set applicable to its financial activities, material financial loss, the public. Reputational risk is the potential that negative year is chosen and applied. materiality thresholds receive a differential level of or loss to reputation or regulatory intervention a financial publicity regarding an institution’s business practices, management attention and are reported to senior institution may suffer as a result of its failure to such whether true or not, will cause a decline in the client VaR is calculated as our exposure as at the close of management and country operational risk committee. compliance. base, costly litigation or revenue reduction. In addition, it business. Intra-day risk levels may vary from those Significant external events or internal failures that have relates to events or circumstances that could adversely reported at the end of the day. impact an institution’s reputation. occurred are analysed to identify the root cause of any The Bank has a Compliance Function to maintain an failure for remediation and future mitigation. Actual effective compliance system and the Compliance Policy Sensitivity measures are used in addition to VaR as a risk operational losses are systematically recorded. and Charter established as fundamental guidance for The Bank’s measures regarding this risk include curbing management tools. For example, interest rate sensitivity executives and staff of the Bank including its subsidiaries the threat against any reputational damage, whilst is measured in terms of exposure to a one basis point and affiliated companies to promote regulatory leveraging opportunities to protect and enhance its The Country Operational Risk Committee, chaired by the increase in yields. compliance awareness. The proper monitoring reputation. It is also committed to following the Chief Executive Officer, oversees the management of procedures are also set forth including the review of the guidelines of good corporate governance and pursuing The Bank complements the VaR measurement by operational risks across the Bank. The country procedures, the regulatory compliance of business and business values such as integrity, accountability and monthly stress testing of market risk exposures to operational risk committee operate on the basis of support functions and the regular assessment of transparency while monitoring and prohibiting any highlight the potential risk that may arise from extreme delegated authorities and terms of reference, derived compliance risk management. These can mitigate attempt to use its network and name as a vehicle in market events that are rare but plausible. from the Board of Directors. business, legal and reputation risks and any important money laundering, terrorism or other illegal activities.
46 Standard Chartered Annual Report 2014 47 Selection of Directors and Senior Executives Nomination and Compensation Committee report
Selection of directors any person with equivalent rank, whatever the name of the position are as follows: The four non-executive The Nomination and Compensation Committee reviewed directors of the Board of directors received remuneration nomination and selection policies, rules and procedures totaling THB 8.75 million in 2014. that were approved by the resolution of the Board of directors’ Meeting No. 2/2555 on 22 February 2012. The Name Remuneration (THB) policy involves procedures of open and equal opportunity 1. Mr. Pakorn Malakul Na Ayudhya 3,200,000.00 for nominations of qualified candidates on the grounds of 2. Mr. Banphot Hongthong 1,200,000.00 suitable and appropriate educational backgrounds and 3. Ms. Thippaporn Gertphol 2,650,000.00 work experience. The Committee members will make their 4. Prof. Somchai Richupan Ph.D. 1,700,000.00 best efforts in selecting suitable candidates and submit Total 8,750,000.00 proposed nominations to the Board of directors for their review and approval. Other than general qualifications, the However, the five following Executive Directors and Non-Executive Directors did not receive remuneration main selection criteria also involve compliance of Mr. Pakorn Malakul Na Ayudhya candidates’ qualifications with applicable commercial from the Bank in 2014, as prescribed by Standard Chairman of the Nomination & Compensation Committee banking laws such as the Public Limited Companies Act, Chartered Group policy: the Financial Institutions Business Act, etc. In every Annual General Meeting of Shareholders, one 1. Mr. Cheng Teck Lim Chairman – third of the directors will retire by rotation. The Bank 2. Mr. Mark Devadason Director To the Shareholders qualifications, knowledge, abilities, skills, experience and arranged for shareholders to elect each director to replace 3. Ms. Anju Patwardhan Director expertise of each individual as well as their leadership, The Nomination & Compensation Committee comprises vision and attitude toward the organization, with the view the outgoing directors one by one. In voting for election of 4. Ms. Lyn Kok Director three directors. The Chairman of the Nomination & that such qualities would be beneficial to the Bank’s directors, each shareholder shall have votes equal to the 5. Ms. Oranuch Nampoolsuksan Director Compensation Committee is an Independent Director and operations. In selecting members of the Board of Directors, number of shares held by him/her multiplied by the appointed by the Board of Directors. The Committee the Nomination & Compensation Committee also takes the members are listed as below: number of directors to be elected. Each shareholder may appropriate size, structure, composition of the Board of 1) Mr. Pakorn Malakul Na Ayudhya Chairman cast all of his/her votes to elect a person or persons as During 2014, the amount of remuneration paid to 13 Directors, as well as individual suitability into consideration. 2) Mr. Cheng Teck Lim Member directors. In the case of election of persons as directors, senior executives (total of 15 senior executives during This is to support good corporate governance and 3) Ms. Thippaporn Gertphol Member he/she may split as many votes to any persons. The 2014) from the level of Senior Executive Vice President effective, efficient management, so as to comply with persons obtaining the highest number of votes in totaled THB 132.77 million. The amount of remuneration The Nomination & Compensation Committee held 9 regulatory requirements, as well as, to be able to cope with the fast changing banking and business environment. descending order shall be elected as directors according paid to 44 senior executives (total of 51 senior executives meetings in 2014. to the number of directors electable in that election. during 2014) from the level of Executive Vice President The Nomination & Compensation Committee has performed • In determining the remuneration and benefits provided for and above or any person with equivalent rank, whatever its duties as assigned by the Board of Directors. It has the members of the Board of Directors and senior executives responsibility of selecting and proposing names of qualified from the level of Executive Vice President and above or any the name of the position, totaled THB 368.29 million. Selection of senior executives candidates for directorship in the Board of Directors, person of equivalent rank, whatever the position may be For senior executives from the level of Executive Vice members of subcommittees whose authorities, duties and named, the Nomination & Compensation Committee takes responsibilities are assigned directly by the Board of into consideration that such remuneration and benefits are President and above or any person with equivalent rank, Other remuneration Directors, and senior executives from the level of Executive commensurate with the duties and responsibilities whatever the name of the position, selection criteria are Vice President and above or any person of equivalent rank, assigned, the individual’s performance, the market rate of focused on individual competencies and experience. During 2014, other remuneration including Bank’s whatever the position may be named. The Nomination & the Thai banking Industry, the Bank’s overall performance, Apart from knowledge and professional experience in provident fund contribution for 13 senior executives (total Compensation Committee is also responsible for proposing the business environment and factors that may affect the the required banking fields, it is also expected that senior of 15 senior executives during 2014) from the level of the remuneration and benefits provided for the Board of Bank’s operations or the economy as a whole. Directors and senior executives from the level of Executive executives from the level of Executive Vice President and Senior Executive Vice President totaled THB The remuneration and benefit provided for directors and Vice President and above or any person of equivalent rank, above or any person with equivalent rank, whatever the 43.99 million. The Bank’s provident fund contribution for senior executives in 2014Y is presented in the Annual Report whatever the position may be named, for consideration by in the section entitled ‘Structure of Management’. The name of the position, have a good understanding of 44 senior executives (total of 51 senior executives during the Board of Directors. Standard Chartered Group’s business culture and 2014) from the level of Executive Vice President and Nomination & Compensation Committee is of the opinion The Nomination & Compensation Committee has formulated that such remuneration and benefit are appropriate and strategies. In addition, the candidates must not have a above or any person with equivalent rank, whatever the and obtained approval from the Board of Directors for the commensurate with the assigned duties and responsibilities questionable character according to applicable commercial name of the position, totaled THB 98.97 million. policies, criteria and methodology, which provides the and comply with the policy and criteria established by the banking laws such as the Public Limited Companies Act, framework for the Committee in carrying out its duties. This Nomination & Compensation Committee. The said the Financial Institutions Business Act, etc. is as follows: remuneration and benefits have been considered and approved by the Board of Directors. Dividend payment policy • In selecting and nominating members of the Board of Remuneration Article 51 of the Bank’s Articles of Association: No Directors, members of subcommittees and senior executives from the level of Executive Vice President and Monetary payment dividends may be paid other than out of profits. If the above or any person of equivalent rank, whatever the The remuneration of the directors and senior executives Company still has an accumulated loss, no dividends position may be named, the Nomination & Compensation Mr. Pakorn Malakul Na Ayudhya from the level of Executive Vice President and above or shall be paid. Committee takes into consideration the specific Chairman of the Nomination & Compensation Committee
48 Standard Chartered Annual Report 2014 49 Audit Committee Report
• Acknowledged GSAM (Group Special Asset Management) portfolio update. The Committee also required the relevant functions to prepare a case study of one key GSAM account as a “lesson learnt” for the involved parties;
• Acknowledged actions taken against Missed Trades and Missed Reporting to Thai Bond Market Association;
• Acknowledged the result of Self-Evaluation for Countering Bribery Project and approved the completed Self-Evaluation Form be submitted to the Ms. Thippaporn Gertphol Board of Directors for final approval; Chairman of the Audit Committee • Acknowledged Country Audit Team Development activities;
To the Shareholders commented and provided guidance for corrective • Acknowledged the progress of implementation for actions of audit findings. especially on significant risk Group core banking application eBBS replacing the The Audit Committee comprises three Independent issues, to ensure the internal control appropriateness existing core banking application of the Bank. Directors with the Company Secretary and Head of Audit and adequacy for the Bank’s business operations; serving as joint secretaries. The Audit Committee consistently reviewed the Bank’s • Approved the 2013 Annual Compliance Report and financial reports, internal controls and also monitored The Audit Committee Members are listed as below: Annual Review of Compliance Policy, as well as performance of the Bank to ensure its compliance with 1. Ms. Thippaporn Gertphol Chairman acknowledged quarterly reports on Non-Compliance all regulatory requirements. The Audit Committee is 2. Mr. Pakorn Malakul Na Ayudhya Member and Concerned Issues; satisfied that the information contained therein is 3. Prof. Somchai Richupan Ph.D. Member adequate, transparent and in line with good corporate • Approved the revised Compliance Methodology and governance practices. In 2014, a number of meetings were held, both formal acknowledged the annual Compliance Monitoring Plan and informal, in which the Committee considered the and quarterly report on Thailand Compliance following matters: Monitoring Summary;
• Reviewed and endorsed the Annual Financial • Endorsed the 2014 Credit Review Plan and Statements and Independent Auditor’s Report for the acknowledged quarterly report on Credit Review and Ms. Thippaporn Gertphol year ended 31 December 2013 and the Interim Outstanding Issues; Financial Statements and Independent Auditor’s Chairman of the Audit Committee Report for the three-month period ended 31 March • Endorsed the ICAAP (Internal Capital Adequacy 2014, the Interim Financial Statements and Assessment and Process) Audit Result; Independent Auditor’s Report for the three-month and six-month periods ended 30 June 2014, and the • Made recommendations to the Board of Directors Interim Financial Statements and Independent regarding the nomination of the Bank’s Independent Auditor’s Report for the three-month and nine-month Auditor and its remuneration; period ended 30 September 2014, to ensure conformity with acceptable accounting principles and adequate disclosure before submitting to the Board of • Acknowledged the risk issues discussed at the Risk Directors’ Meetings for approval and further Committee’s Meetings and quarterly report on the submission to the regulators concerned; Significant Approved Limits & Mark-to-Market Risk Exposure; • Approved the 2014 Country Audit Plan and acknowledged quarterly Audit and Assurance Result • Acknowledged quarterly report on Key Local and Outstanding Issues. Also, followed up, queried, Regulations;
50 Standard Chartered Annual Report 2014 51 Supplementary Information General Information
Name Standard Chartered Bank (Thai) Public Company Limited Address 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Nature of Business Commercial Banking Registration Number 0107536000498 Telephone (02) 724 4000 Facsimile (02) 724 4444 Registered Capital THB14,842,627,020 Paid-up Capital THB14,837,045,480 - 1,483,704,548 common shares with par value per share of THB10 Homepage www.sc.com/th
Share Registrar Standard Chartered Bank (Thai) Public Company Limited Address Corporate Secretariat’s Office, 12/Floor, Sathorn Nakorn Tower 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Telephone (02) 724 8039, 41, 42 Facsimile (02) 724 8044
Auditor KPMG Phoomchai Audit Ltd. Address 50 - 51 Floors, Empire Tower 195 South Sathorn Road, Yannawa, Sathorn, Bangkok 10120 Telephone (02) 677-2000 Facsimile (02) 677-2222 Homepage www.kpmg.co.th
Legal Counsels 1. Mr. Nithi Laophulsuk, Senior Executive Vice President 2. Ms. Sareerat Khangkhandee, Senior Vice President Address Standard Chartered Bank (Thai) Public Company Limited Legal Department 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Telephone (02) 724-3363, 3370 Facsimile (02) 724-3360
54 Standard Chartered Annual Report 2014 55 Structure of Shareholders Connected Transactions
The top ten major shareholders as of 31 December 2014 were: Connected transactions with potential conflicting parties Number of shares % of paid • Loans and obligations to major shareholders and corporations in which the Bank holds a 10% stake and over: Name (THB10 /share) up capital Potential As at 31st December 2014 (THB thousands) Reasons for 1. Standard Chartered Bank 1,481,795,116 99.8713 conflicting Type of Relationship the Approval Future 2. Registered Provident Fund of Standard Chartered Bank’s Employees 1,750,753 0.1180 parties business Loans Obligations Interest rate transactions plans 3. BNP Paribas Wealth Management Singapore Branch 50,452 0.0034 Standard To manage Approved by 4. Mrs. Lin Mei Jen 12,867 0.0009 Financial Major Normal Chartered - 429,5 47,15 3 - the Bank's Board of Institution business. 5. Wall Street Finance and Securities PCL 6,250 0.0004 Bank Shareholder liquidity. Directors. 6. Ms. Urawee Kanokpruk 5,517 0.0004 7. Mr. Maitree Triprasertpoj 4,783 0.0003 8. Mr. Amorn Tacha-akarakul 4,435 0.0003 • All deposits, loans and obligations of directors, top executives and related persons: 9. Mrs. Pennapa Tungsittisombat 3,027 0.0002 Potential Conflicting As at 31st December 2014 Reasons for the Transaction type 10. Chaiyaporn International Co., Ltd. 2,971 0.0002 parties (Baht thousands) transactions Loans 1,914,609 Normal practice Obligations - - Companies in which the Bank holds a 10 per cent stake and over Directors, top executives All deposits 178,416 Normal practice Type of Total number of No. of shares Percentage of No. Name / Type of Business / Location and related persons Borrowing - - shares shares issued held by the Bank share-holding Interest rate - Market rate 1 Thai Exclusive Leasing Co., Ltd. Common 6,000,000 5,999,994 99.99 Remark Additional information related to Connected Transaction appears in the Note No. 29 (Debt collection for SCBT and other related financial “Related Party Transactions and Balances“ page 64 of Annual Financial Statements for the years ended businesses of SCBT) 31 December 2014. 92/14-15, Sathornthani Tower 2, 8nd Floor, North Sathorn Road, Silom, Bangrak Bangkok 10500
2 Standard Chartered (Thai) Asset Management Co., Ltd. Common 250,000 249,997 99.99 (Alternative Investment – Acquisition of non-performing loans) 100/36, Sathorn Nakorn Tower, 21st Floor, North Sathorn Road, Silom Bangrak, Bangkok 10500
3 Executive Management Services Manpower Ltd. Common 2,000 588 29.40 (Real estate: Renting, Selling, buying, operating) 193/122, Lake Rajada Office Complex, 29th Floor, Ratchadaphisek Road, Khlongtoei, Khlongtoei, Bangkok 10110
4 P N C (Thailand) Ltd. Common 150,000 22,121 14.75 (Real Estate activities on a fee or contract basis) 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500
5 Nakornthon Leasing Co., Ltd. Common 8,000,000 900,000 11.25 (Holding Company) 90/39 Sathornthani Building, 15th Floor, North Sathorn Road, Silom, Bangrak, Bangkok 10500
6 Phadungsin Co., Ltd. Common 50,000 5,000 10.00 (Securities Brokers and Traders) 252 Chiangmai Road, Khlongsan, Khlongsan, Bangkok 10600
Director holds shares or debentures of the Bank and an affiliated company • Nil Director has a direct or indirect interest in any contract which is made by the Bank during a fiscal year • Nil
56 Standard Chartered Annual Report 2014 57 Branch Information
1. Head Office 7. Pratunam 14. Future Park Rangsit 21. Thonglor 90 North Sathorn Road, Silom, Bangrak, 120/29-30 Rachaprarop Road, Thanonphayathai, 94 Future Park Rangsit Department Store, 55/1 Soi Sukumvit 55 (Thonglor), Sukumvit Road, Bangkok 10500 Ratchathevee, Bangkok 10400 Phahonyothin Road, Phachathipat, Tanyaburi, Klongtan Nua, Wattana, Bangkok 10110 Tel. (02) 724-6326-36 Tel. (02) 255-5774-5, (02) 251-2104-5 Pathumthani 12130 Tel. (02) 673-7300 Fax. (02) 724-6121-7 Fax. (02) 255-5776, (02) 636-3838 Tel. (02) 958-0415-8 Fax. (02) 712 5099 Monday - Friday (Date 1 - 24) on every month 8.30 am. Monday - Sunday - Public Holidays 8.30 am. - 4.30 pm. Fax. (02) 958-0364 Monday - Friday 8.30 am. - 4.30 pm. - 4.30 pm. (Except 1th Jan, 13th April, 1st July ) Monday - Friday 10.30 am. - 7.30 pm. (Except Public Holiday, 1st July, and Bank’s Year-end Monday - Friday (Date 25 - 31) on every month 8.30 Saturday - Sunday - Public Holidays 10.00 am. - 7.30 pm. Holiday) am. - 06.00 pm. 8. Chiangmai (Except 1th Jan, 13th April, 1st July ) 22. Ratchayothin (Except Public Holiday, 1st July, and Bank’s Year-end 184 Changphuak Road, Sri Phum, Muang, 15. Phattanakan Holiday) Chiangmai 50200 SuZuki Avenue Ratchayothin Room No. B102A, 234/2 Tel. (053) 210-340-2 1124, 1128, 1130 Moo 14 Phatthanakan Road, Suan Ratchadaphisek Road, Ladyao, Jattujak, Bangkok Fax. (053) 412-806 Luang, Suan Luang, Bangkok 10250 10900 2. Thadindaeng Monday - Friday 8.30 am. - 4.30 pm. Tel. (02) 319-9385-7 Tel. (02) 930-2311 379,381,383 Thadindaeng Road, Somdet Chaopraya, (Except Public Holiday, 1st July, and Bank’s Year-end Fax. (02) 319-3941, (02) 319-9352 Fax. (02) 930-2248-9 Khlongsan, Bangkok 10600 Holiday) Monday - Friday 8.30 am. - 4.30 pm. Monday - Sunday 10.00 am. - 7.30 pm. Tel. (02) 437-0156-7 (02) 863-3334-9 (Except Public Holiday, 1st July, and Bank’s Year-end (Except 1th Jan, 13th April, 1st July ) Fax. (02) 437-4863 9. Central Chaengwattana Holiday) Monday - Friday 8.30 am. - 4.30 pm. 419 Floor 4th, 99 Moo 2 Chaeng wattana Road, 23. Srivara (Except Public Holiday, 1st July, and Bank’s Year-end Bangtalad, Pakred, Nonthaburi 11120 16. Lotus Sukhumvit 50 569/1-3 Soi Ram Kham Haeng 39, Wang Thong Lang, Holiday) Tel. (02) 835-3978 1710 Sukhumvit Road, Phrakanong, Khlongtoei, Wang Thong Lang, Bangkok 10310 Fax. (02) 835-3979 Bangkok 10260 Tel. (02) 530-8379 Monday - Friday 11.00 am. - 7.30 pm. Tel. (02) 741-4440-41 Fax. (02) 530-7597 (02)530-7249 3. Mahanak Saturday - Sunday - Public Holidays 10.00 am. - 7.30 pm. Fax. (02) 741-4439 Monday - Friday 8.30 am. - 4.30 pm. 2-4 Anantanak Road, Klong Mahanak, (Except 1th Jan, 13th April, 1st July ) Monday - Sunday 10.00 am. - 7.30 pm. (Except Public Holiday, 1st July, and Bank’s Year-end Pomprapsattruphai, Bangkok 10100 (Except 1th Jan, 13th April, 1st July ) Holiday) Tel. (02) 621-8263-5 10. Charoennakorn Fax. (02) 222-7459 Unit S1, 2nd floor, Vue Mall, 707 Charoennakorn Road. 17. Lotus Rattanathibeth 24. Central Bangna Monday - Friday 8.30 am. - 4.30 pm. Klongtonsai, Klongsarn, Bangkok 10600 37/112 Moo 8 Rattanathibet Road, Banggrasor, Central City Bangna 587 Fl. 3, Room No. 302, Bangna (Except Public Holiday, 1st July, and Bank’s Year-end Tel. (02) 439 7377, (02) 439 7374 - 6 Muang, Nonthaburi 11000 -Trad Road, Bangna, Bangkok 10260 Holiday) Fax. (02) 8612080, (02) 8612090 Tel. (02) 950-8855 Tel. (02) 398-6555 Monday - Sunday 10.00 am. - 6.00 pm. Fax. (02) 950-8844 Fax. (02) 398-6556-58 (Except 1th Jan, 13th April, 1st July ) Monday - Sunday 10.00 am. - 7.30 pm. Monday - Friday 10.30 am. - 7.30 pm. 4. Bangkae (Except 1th Jan, 13th April, 1st July ) Saturday - Sunday - Public Holidays 10.00 am. - 7.30 pm. 750 Phetkasem Road, Bangwa, Phasicharoen, 11. Rayong (Except 1th Jan, 13th April, 1st July ) Bangkok 10160 127/20 Sukhumvit Road, Tha Pradoo, Muang, 18. Lotus Rama III Tel. (02) 413-2129, (02) 805-0280-4 Rayong 21000 172 Naratiwasrachnakarin Road, Chongnontree, 25. Central World Fax. (02) 413-4655 Tel. (038) 616-077-78, (038)-800361-2 Yannawa, Bangkok 10120 A409 Floor 4th, 4, 4/1-4/2, 4/4, Ratchadamri Road, Monday - Friday 8.30 am. - 4.30 pm. Fax. (038) 616-080, (038)-800363 Tel. (02) 681-1411-17 Pathumwan, Bangkok 10330 (Except Public Holiday, 1st July, and Bank’s Year-end Monday - Friday 8.30 am. - 4.30 pm. Fax. (02) 681-1422 Tel. (02) 613-1042 Holiday) (Except Public Holiday, 1st July, and Bank’s Year-end Monday - Sunday 10.00 am. - 7.30 pm. Fax. (02) 613-1321 Holiday) (Except 1th Jan, 13th April, 1st July ) Monday - Sunday 10.30 am. - 7.30 pm. (Except 1th Jan, 13th April, 1st July ) 5. Nakhon Pathom 12. Phahurat 19. The Mall 3 Ramkhamhaeng 184/28 Ratchawithi Road, Phrapathomjadee, Muang, 121-121/1, 123-123/1 (The Old Siam Plaza Bld.) 49 Ramkhamhaeng Road, Huamark, Bangkapi, 26. Silom Soi 6 Nakhonpathom 73000 Phahurat Road, Wangburaphapirom, Phranakon, Bangkok 10240 126 Silom Road, Kwang Suriyawong, Bangrak, Tel. (034) 254-218-20 Bangkok 10200 Tel. (02) 717-3800-6 Bangkok 10500 Fax. (034) 259-480 Tel. (02) 222-6355, (02) 221-2171-3 Fax. (02) 717-3808 Tel. (02) 267-7228 Monday - Friday 8.30 am. - 4.30 pm. Fax. (02) 623-9781, (02) 221-2174 Monday - Friday 10.30 am. - 7.30 pm. Fax. (02) 267-7226 (Except Public Holiday, 1st July, and Bank’s Year-end Monday - Friday 8.30 am. - 4.30 pm. Saturday - Sunday and Public Holidays 10.00 am. - Monday - Friday 8.30 am. - 4.30 pm. Holiday) (Except Public Holiday, 1st July, and Bank’s Year-end 7.3 0 p m. (Except Public Holiday, 1st July, and Bank’s Year-end Holiday) (Except 1th Jan, 13th April, 1st July ) Holiday) 6. Charoenkrung 13. Ratchadaphisek 20. Silom 335 Charoenkrung Road, Pomprap, 169/98 (SermSab Bld.) Ratchadaphisek Road, Unit 5, 1st fl oor, Zuellig House Building, 1-7 Silom Road, Pomprapsattruphai, Bangkok 10100 Dindaeng, Dindaeng, Bangkok 10320 Silom, Bangrak, Bangkok 10500 Tel. (02) 225-7451-2, (02) 622-8630-8 Tel. (02) 692-6721-27 Tel. (02) 636-0376-85 Fax. (02) 225-7453, (02) 622-8639 Fax. (02) 692-6720, (02) 6926738 Fax. (02) 636-0393 Monday - Friday 8.30 am. - 4.30 pm. Monday - Friday 8.30 am. - 4.30 pm. Monday - Friday 8.00 am. - 19.00 pm. (Except Public Holiday, 1st July, and Bank’s Year-end (Except Public Holiday, 1st July, and Bank’s Year-end (Except Public Holiday, 1st July, and Bank’s Year-end Holiday) Holiday) Holiday)
58 Standard Chartered Annual Report 2014 59 Standard Chartered Bank (Thai) Public Company Limited 90 North Sathorn Road, Silom, Bangrak, Bangkok 10500 Tel. +66 (0) 2724 4000 Fax. +66 (0) 2724 4444 sc.com/th